Spider-man: Greatest of them all
by aspiringactor
Summary: Every time he closed his eyes, he could see them lying in a pool of blood. Though he appeared to recover over time, deep down he still had a thirst for revenge. Spider-man/Young Avengers/Avengers Academy. - Coming Soon: Revenge is a dish best served cold
1. Chapter 1

_**Spider-man: Greatest of them all.**_

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Chapter 1:

It was a sunny mid-may afternoon. There wasn't a cloud in the sky, perfect in the mind of the eight year-old who skipped merrily down the street, happy to be on his way home from school. He liked school, and excelled in it, and that probably had something to do with the fact that both his parents were geneticists. They were among the best in the world, as he was told by everyone they worked with. Even though he didn't know what exactly a geneticist was yet, he knew he wanted to be one, just like them. He grinned with delight as he passed a girl with dark hair who was going the opposite direction.

But today wasn't just any day for Peter Parker, it was his birthday. Every year, his parents made sure to do something extra special with him. Two years ago they had gone to the National Museum of Natural History. His father happened to know the head curator for the prehistoric fossils, and had been able to allow Peter a back-stage tour of their collection. He had even allowed Peter to clean a sixty-six million year-old tooth from a _Tyrannosaurus Rex, _every six year-old's dream. A smile crossed his face as he began to wonder what surprise his Parents had in store for him this year.

A trip to see one of NASA's launch pads? He had heard his mother whisper something that sounded like "going to see Sarah next month..." Who was that? Another famous scientist? Or maybe a vistit to the Smithsonian? He smiled giddily as he approached the steps and reached for the key his mother had given him, in order to unlock the door. Most of the kids in his class didn't have a key to their house yet, but Peter's parents trusted him a lot. That and they where sometimes busy with their work.

Only, he didn't need to unlock the door. The door was already open partially, and the handle was broken. _Is dad fixing it? _Peter thought as he pushed it open gingerly. _Was he fixing it when he realized I was coming home, and wanted to prepare a surprise?_ He set his backpack down by the stairs before making his way down the hall. A cold breeze passed him as he looked at the walls. A set of two parallel lines ran across, almost at his shoulder's height. His eyes trailed down the wall's length, seeing numerous lines like the ones next to him. An awful smell filled his nose, like rotten eggs, but much, much worse.

"Mom?" he called out, towards the open kitchen door, "Dad?" Something rustled at the sound of his voice. All of Peter's fears where washed away in light of excitement, as he realized that his Parents were hiding in the kitchen, waiting to surprise him by jumping out at him when he least expected it. _Well, I'll show them to try and scare me!_ He grinned as he snuck towards the door as quiet as possible, careful not to make a sound that would alert them to his presence. He neared the door and readied himself to push with one hand.

"BOO!" he shouted as he swung the door open, fully expecting to scare his parents. He ran inside blindly, waiting to run into his mother's soft embrace, only to slip on something wet. His head slammed into the tile floor and he let out a cry of pain as he looked at his foot. It was covered in thick, oozing, red, blood. He stood up with record speed, and looked around for one of his parents to help him like they always did. And he found them quicker than he expected.

They were both lying on the floor in a pool of blood.

Peter reached out a shaky hand to touch his father's shoulder, to wake him up. It didn't work, so he tried his mother. She didn't move either. He grabbed the telephone and pressed the number three, just like his father had always told him.

"_If you come home and me and Mommy aren't here, call Uncle Ben by pressing number three, okay buddy? He'll take care of you when we're not here." _

"Hey Richard, hello Mary! Did Peter like his bike May and I got him?" Uncle Ben answered in his usual merry tone of voice. "Can you put him on the phone so I can wish him a happy birthday?"

"Mom and Dad are sleeping in the kitchen, Uncle Ben," Peter replied with a sob, "they won't wake up." Five minutes after the phone had been clicked off from the other end of the line, Uncle Ben and Aunt May burst into the Kitchen. Aunt May took one look at the scene before quickly grabbing Peter and taking him outside while Uncle Ben phoned the police.

The next person to arrive was Constable Stacey, the dad of Gwen, a friend of Peter's from school. He took off his jacket and draped it around Peter comfortingly as another man arrived. This man had dark skin and wore a black coat. He took one solemn look at Peter before entering the house, and Uncle Ben followed him. Peter tried to do the same, but was stopped by his Aunt placing a hand on his shoulder.

"Why don't we go for a drive?" Aunt May asked, "we could stop for some ice-cream. How'd you like that, Peter?" He mumbled a response into his sweater. He felt sick to his stomach, and the awful smell wasn't helping any bit. He sank his head into his Aunt's chest as tears swelled in his eyes. He felt his Aunt pat him slowly on the back, in as supportive a way as possible.

They all tried to be as supportive as possible. Captain Stacey would come by and visit once or twice a week, usually bringing Gwen with him. Uncle Ben tried to take him to scientific events like space camps, but they did little to numb the pain. The man in the black coat stopped by the house once, with a package, and Uncle Ben shouted him out.

School took a downward turn for him. His grades plummeted and he stopped talking to people, even Gwen, who did her best to keep his spirits up. But it was Flash Thompson who surprised Peter the most. He'd always picked on Peter because he didn't do well in sports, but one day he stood up for him in front of some older bullies.

Years passed by and Peter began to recover slowly. His grades shot back up and he started talking to Gwen again, until her father died and she moved away with her mother to the other side of the country. On the outside, he told everyone he was fine. And he was, for the most part, except for that small part of his mind that hungered for revenge. He swore to himself that if he ever found his Parents killer, he would personally kill them with his bare hands.

And when he was bitten by that genetically-altered spider, he realized that his dream of revenge was was possible.


	2. Chapter 2

Chapter 2:

It had been one week since that fateful bite. On the first day, the seventeen year-old Peter felt like his blood was on fire. He broke everything he touched, from the sink to the front door. Eventually his Aunt and Uncle noticed his increase in 'accidents'. It took them another week before they approached him about it. He couldn't lie convincingly to them, and they learned the truth.

"Are...are you sure you aren't..." Aunt May stuttered from her seat at the kitchen table. Uncle Ben had forced him into a conversation with them.

"No," Peter replied in a matter-of-fact voice. "The likelihood of a co-incidence is to remote. It was the spider-bite."

"Well," Uncle Ben said as he clapped his hands together. "What are we going to do about this?," He continued as he looked from his wife to his nephew. "We can't just sweep it under the carpet."

"I wanna help people," said Peter as he gazed into his Uncle's eyes.

"How?" Uncle Ben asked.

"I don't know," said Peter, "I just know it's what I want to do. I...I think it's what my parents would want." Despite their attempt to be inconspicuous, Peter saw the look that his Aunt and Uncle exchanged.

"Well," Uncle Ben said as he reached a hand across the table and held Peters. "That's a...noble choice, certainly one I approve of but..."

"We're just concerned about you getting in over your head," Aunt May interrupted blatantly. "Your Parents..."

"Would have talked this through with you," Uncle Ben cut in. "Explore every option before going ahead."

"Well they can't" said Peter as he stood up, "And I'm done talking." He made a beeline for the door, leaving them both stunned. Once he was outside, he broke into a dead run, going nearly as fast as a car could. He continued until he reached the point where the skyscrapers shoot out of the ground.

One of the first powers he had discovered was the ability to produce organic webbing. What was more is that he discovered that he could use it to swing from buildings, which is exactly what he did. Soon he was flying through the air like a circus performer.

But he was much better than any acrobat, his natural abilities far surpassed what any human could achieve with a lifetime of training. A steady pace kept him at the right altitude, not so low that he would hit street lamps, and not to high so he would be missing the roof tops.

He angled his trajectory around a corner and came to a stop on a gargoyle perch. He knelt down and watched as city-life continued below him. Cars whizzed past and people meandered on the sidewalks. He could hear music coming from the club across the street with his enhanced hearing. He could also hear screams.

_Let's explore this option! _He smirked to himself as he leaped off his perch and resumed his swinging motion. The source was not that far off, less than a block away behind an alleyway. _A bit cliche, but oh well._ He mused as he landed on the roof overlooking the situation. Four people were in the alley, three men dressed in black leather, and one young woman dressed in an expensive outfit. _The hell was she thinking, going around dressed like that in this neighbourhood?_

"Help me!" the woman screeched as she scratched one of her attackers on the face.

"Yo, guys!" Peter shouted, instantly earning the undivided attention of all four people. "Was up?" he said before vaulting down onto the pavement.

"...the hell?" said one of the men as he drew a knife from his jacket. "Who're you supposed to be, Daredevil?"

"Nah, how bout Daredevil's sidekick, Dare-lad?" another one of the men joked, "or kid-devil?"

"I don't give a fuck what it is," said the man with the knife. "He's about to be dead in five seconds!" He finished before thrusting the knife forward. A buzzing sensation filled his head, telling him to step to the side, out of the way of the keen knife. Simultaneously Peter lashed out with one hand, connecting it with the man's arm at the elbow. He pushed until he heard a _CRACK! _Before sending his fist on a collision with the man's skull and sending him to the ground. The man's two accomplices took one glance at Peter before making a break for it towards the open street.

"That's right!" Peter shouted after them, "you'd better run!"

A rush of pride filled him as he realized what he had done. Even the woman's questioning glance wasn't enough to rip him from his elation. After all, he had just tapped into something that gave him the potential to be on the level of some of the greatest heroes of all time.

But reality returned in the form of logic. He realized that he would need training and experience, in order to avoid being killed. He would also need an outfit, to hide his secret identity. _Something that will scare the living daylights out of people. And not to flashy. No bright colours. But still iconic. _He had a long time to think as he made his way home. Black was a necessity, it would allow him to work well in the dark at night, which was when most of the crime took place in New York city.

He shared a long talk with his Aunt and Uncle that night. Eventually they both agreed with him on his decision, on the condition that his grades stayed up and he was always home by midnight. The next day, they signed him up for advanced mixed martial arts classes under a highly respected Sensei named Shang-chi, who said that Peter had 'a great amount of potential' in him, becoming one of the top students in under three months. Two months later, they made an expedient addition to the rules when Peter found himself working with Daredevil to stop a mugging. He was not to go anywhere near the vigilante known as the Punisher, who had a penchant for killing thugs.

But amidst all the admiration, he never forgot that one promise he made to himself. That was why one day, when both his Aunt and Uncle where out, he raided the house for any information he could find on his parents. They had always told him that there was a chest full left to him in the will, to be opened on his eighteenth birthday that would 'explain everything.' He couldn't wait that long, so he picked the lock. He pulled the wooden chest out into the open and cracked the lid. And what he saw inside shocked him to his very core beyond what he thought possible.

_**A/N: to anyone actively following me as an author: my updates will most likely be slower for the next few weeks, due to a broken finger on my typing hand.**_


	3. Chapter 3

Chapter 3:

**X-23**

"_GGGGRRRAAAHHH!" _she screamed as electricity surged through her body. She was chained to a large machine that was sending a series of drugs into her body. Due to her enhanced senses, she could hear the people standing on the other side of the glass.

"...can't take this Sarah!" the blonde-haired woman, named Mary, shouted.

"This comes from up top," Dr Kinney replied. "Our employers say that weapon X went active again. They want to make sure we have something to take him out and obtain more viable DNA."

"Don't they understand that she's not physically ready?" said the only man among the three, named Dr Parker. "The procedure could..."

"Do you want us all to be _triggered!_" Dr Kinney shouted, throwing her papers into the air as another wave of electricity washed over X-23's body. But pain wasn't something that was new to her. She had experienced it all her life. And it had come to a peak a year ago.

_Was it a year ago?_ She had little concept of time when she was secluded in her room. But Dr Kinney had done her best to teach her as much as she could. _Yes, it was, _and she remembered the pain she had experienced when they had operated on her.

"_AAAAAAAAAAAAAAAAAAHHHHHHHHHH HHHHH!"_ The pain finally consumed her, and she lost consciousness for several hours.

When she awoke, she was in a black van with men in full combat gear. She could feel the rumble of the wheels through the metal. A small light flickered around the back door's frame. She heard a bell ringing from outside followed by the sound of young children.

Their merry chatter grated on her ears. It drove her insane, the thought of being happy. All throughout her eight years of life, she had had minimal human contact. The only people who got close to her where Dr Kinney, Mr and Mrs Parker and her Sensei. They were the ones who taught her things. How to read and write, how to speak. How to blend in with a crowd.

How to kill.

"Have they been tagged?" one of the men asked as the van came to a halt.

"As they left this morning," the man in charge replied. "Wouldn't set X-23 loose otherwise." Blinding light filled her eyes as someone opened the back door. Immediately her nostrils filled with a new smell. It filled her being as one of the men kicked her small body out onto the pavement.

She couldn't control herself as she charged towards the source of the smell, which was coming from one of the houses. She watched through her own bloodshot eyes as she leaped over the fence and bounded towards the door.

With a single swipe of her claws, she cut through the lock and smashed the door open, much to the surprise of the house's occupants.

"_MARY, RUN!" _Mr Parker shouted as he made a break for the closest exit. He barely made it into the next room before she caught up with him, digging her claws into the walls as she did so in a blind fury. She sped around a corner, focusing on her target. _BANG! _Something tore into her shoulder, causing her to stagger momentarily. _BANG! BANG!_ Two more shots followed before she caught sight of Mrs Parker holding a gun.

X-23 snarled as she sliced through the weapon with one hand and simultaneously drove her foot into Mrs Parker's stomach. Hot blood splashed across her cheek as a roar of primal fury issued from behind her. Something large hit her from behind. Mr Parker was much to strong for X-23 to compete with physically, but there where ways around that.

Her sensei had taught her long ago about the weak points on the body. About how someone could defeat a much more powerful enemy by hitting them in the right spot. Her mindless body recited the proper technique as she extended a single claw from her right foot, and sent it homing in on Mr Parker's chest.

Almost immediately he collapsed in a heap as his last breath escaped him. He turned his head with great effort to face her as X-23's mindless rage was subdued by unfamiliar emotions. Something wet fell from her eyes as Mr Parker grabbed her clawed hand lightly.

"...run, Laura..." he whispered faintly, before his hand went entirely limp. And she did, as fast as possible, leaping out the back window she broke into a dead run. She pushed past scores of children without so much as a glance their way. She ran until her feet started to bleed, and continued onwards. Nighttime came and went without her full register of the fact. She had nowhere to go, no one to turn to except the facility, but she would never go back there.

Days turned into weeks and still she ran. X-23 used her skills to steal what she needed and disappear into a crowd, never looking back. She never stopped to talk with anyone, save for whatever was necessary to maintain her cover and evade the facility's agents.

Her evasive tactics didn't always work, and she was forced to kill on more than one occasion. Events like that eventually caught the attention of others. One particular agency, S.H.I.E.L.D, was constantly on her tail throughout the years. She clashed with numerous agents whenever she became cornered. The years of running and fighting for her life left her in a physical prime, able to overcome any opponent that she was faced with.

"You are under the arrest of S.H.I.E.L.D!" the man in a blue uniform, who carried a round shield. She was cornered in a dark back street, shortly before sunset. He had at least twenty S.H.I.E.L.D agents as backup, and they all had high-calibre rifles aimed at her chest. She let out a low snarl as she extended all six claws, ready for a fight to the death.

"Take her in!" the man in blue shouted, prompting one of the agents to fire a tranquilizer at her. It impacted her shoulder, but she shrugged off the effects and charged. She didn't care who these men where. They where trying to hurt her, and she had to survive. So without mercy, she charged them.

The first two men fell to the ground, bleeding from the temple. A third man tackled her in an attempt to restrain her, but she used her foot claw to slice into his stomach and send him flying into another agent. X-23 rolled to her feet and cut the legs out from the nearest agent before making a break for the street.


	4. Chapter 4

_**A/N: Who do you want to assist Peter in his quest for revenge?**_

Chapter 4:

"Get out of there!" Uncle Ben shouted angrily as he entered the room. He stormed over to where Peter was crouched, overlooking the contents of the chest. It was filled with documents, scientific equipment and several flash drives, one of which Peter managed to snatch before his Uncle slammed the lid closed. "Never go in there again," Uncle Ben shouted.

"_Why?"_ Peter said in a standoffish voice.

"It's for your own damn good Peter," Uncle Ben shouted, "Your Parent's will said when you're eighteen. And quite frankly, I'd rather you never see what's in there." Uncle Ben finished. Peter could see there was no point in staying and standing his ground, but he was to angry to stay in the same house. So he headed outside, and tried to find peace in the bustling evening New York streets.

He boarded the next bus headed for downtown, not giving his buzzing cell phone a thought. Not once did he even glance at either his watch or his phone as he made his way through the downtown area via webbing.

During his improvised patrol of the city, he managed to break up two muggings and a robbery while in his costume. Already people had begun to talk about the mysterious 'Spider-man' that guarded the streets. Numerous critics had been very quick to either pick out his faults or give him praise.

"one more insane vigilante roaming our streets, poisoning the minds of children."

"He's trying to do the right thing. You say he's a criminal, but just ask someone he's saved from a mugging or a fire."

"It's a proven fact that crime is already on the decline because of him."

"He's unchecked. What's to stop him from killing someone?"

But Peter paid these critics little attention as he swung through the streets. He just wanted to be a good person, and do the right thing by seeking out justice. Which is why he stopped when he saw a girl running for her life.

She had long, sleek black hair and strong but feminine features. She wore rough jeans and a midriff-exposing black tank top with a small leather jacket over top. She also moved with the grace and fluidity of an Olympian athlete. He ran along the rooftops parallel to her and her pursuers as they turned down an alley.

"Give it up, X!" one of the men said. Peter surveyed the pursuers, and saw that they all wore black combat gear. Whatever this girl had done, she had earned the attention of powerful people. And those people would most likely kill her, something he could not allow.

"Hey buddies!" Peter jeered from the rooftop, causing all present to gaze up at him. "How about you let the pretty girl go and we can go out for supper? Your treat!" He finished, and the men all looked at each other, most likely questioning his sanity. Seconds later, they resumed their attempt to corner the girl, so he leaped down in front of them. "Party's over fellas," he said as he assumed a fighting stance.

"X's got an accomplice!" One of them shouted as he pulled a gun and pointed it at him, "Shoot him!"

"Stand down!" said a voice from behind the men. The sun had set, and everyone was thrown into darkness. Even with his enhanced vision, Peter could not make out the man's features beyond a basic outline. It wasn't until the man stepped into the light that Peter recognized him.

"I believe this is a case of misunderstanding," Captain America said with a confident smile as he stepped closer to Peter and extended a hand. "We're not the bad guys. We..." He was cut off by the girl roaring as a helicopter came into view. Peter watched as she made a mad dash for the cover of the alley and Captain America shouted, "After her! Jimmy, don't let that Hydra chopper out of your sight!" He finished as he rushed forward with several agents and Peter in tow.

"What's her story?" Peter asked as he kept stride with the Captain. He was barely able to keep the excitement out of his voice. _How many team-ups does someone like me get with someone like him? _Peter thought silently.

"That's classified soldier," Captain America replied as they rounded a corner and continued their mad sprint. "Eyes-only. Even I don't know everything."

"Remind me to never work with the government," Peter said with whit as he spotted the girl just before she turned down another hallway. "There!" he shouted as he pointed.

"Good eye, son!" Captain America remarked as they both redoubled their pace. "I wouldn't rule out a government position just yet, because you've got an eye for it." He finished as his radio cackled to life.

"...three more choppers. Four Hydra hit squads on the move. Civilians in the area. Repeat. Civilians in the line of fire!"

"Dammit!" Captain America muttered as they turned down the same hall the girl had, which led to an exit. "Triple time it!" He said as they burst out the doors, revealing a dark street, with twelve bodies in it, only five of which where still standing. The girl lunged at one of the other bodies, sending it crumpling to the ground, and continued her attack without breaking a sweat. With a quick stroke, another body fell. The fourth figure raised his rifle, aiming squarely for the girl's back as the fifth figure lunged forward, grabbing for the rifle as it went off. Peter couldn't hear a bullet, so he assumed the gun must have jammed.

Peter watched as the girl's body stiffened, and turned sharply towards the two men. She lunged before anyone present could react, and the distinct sound of ripping flesh could be heard. The girl's head perked up as the light from a helicopter illuminated her, and she tore away from the scene.

But he paid her little attention. Instead his eyes fell on the two bodies before him. One was wearing a sickly green camouflage armour that had been sliced in two. The other was a man in his late forties wearing regular clothes. He had slightly greying hair, and had been cut open from one side of his chest to the other. A pungent smell filled Peter's lungs as he fell to his knees by Uncle Ben's body.


	5. Chapter 5

Chapter 5:

He felt his world collapse around him. Uncle Ben was dead. Gone. Just like his parents. And he couldn't do a thing to change that. He stared down at his Uncle's ruined chest, his eyes watering at the sight of the parallel cut that stretched from one side to the other.

_No_,He thought as he was hit with a flashback. He had seen a cut like that only once before. On the day his parents had been murdered. Anger swelled up inside him as his eyes trailed along the path the killed had escaped. The government agents had left a long time ago, leaving him alone with his Uncle's body. Alone for his anger to take root in his mind as he set Uncle Ben down and bounded up the wall.

The killer had long disappeared into the night, but Peter's enhanced sense of smell was able to pick up the pungent smell that the killer's body was covered in. It drove him closer to the edge as he bounded over building exhaust vents and the gaps between buildings. He knew he wouldn't tire, as his emotions only added to his already superhuman drive.

He could run as fast as a car, even on uneven terrain like a rooftop. His spider-sense guided his feet to the perfect positions, much like when he was web-swinging. Within minutes, he caught sight of the killer. Still only a speck running across a roof like him, Peter rushed forward with a new purpose to his movements.

The chase continued for a long time, over the city. Peter estimated that at least five hours had passed since he had stormed out of the house, although it seemed like an age in his mind. He pumped his legs hard, leaping over a particularly large gap before coming to a stop before a large warehouse. He watched as the killer slipped inside one of the large doors.

More anger swelled up inside him as he approached the doors. He was also much less subtle than the killer had been. Instead of slipping quietly, he ripped to door off it's hinges. The otherwise empty warehouse became flooded with moonlight.

The first thing Peter noticed when he entered were the long shadows. Perfect for someone to hide in. The second thing was the smell. _The killer's here... _he thought as he tapped into his hearing sense, listening intently for any sounds.

"Go away!" a female voice said from the shadows.

"You've got to answer for what you did!" Peter roared threateningly, balling his hands into tight fists as thunder began to roll outside.

"I did not do anything!" the woman replied over the increasing noise of the outside weather.

"You killed a good man!" Peter shouted back, "And you killed my Parents! Now come out and face me!"

"I did not kill anyone!" the girl cried out from the shadows, where she was hiding.

"I saw you!" he shouted as he continued to look around for her. "I followed you from his body. I remember that smell!" Something clanked to his left, and he spun around just in time to see the girl slip into one of the shadows. Roaring like a madman, he charged forward. His shoulder slammed into her as lightning struck, illuminating the warehouse for the briefest of seconds. It was enough for him to absorb the girl's features fully.

She was shorter than him, standing at only five foot three. Her clothes where worn-out leather and ripped denim. She had striking green eyes and sleek black hair. Her fair skin was hidden by grime.

But all her features where lost on Peter in his seething hatred. He landed a punch squarely to her chest, sending her flying backwards into a wall. She recovered quickly, rolling to her feet. A distinct _SNIKT! _Followed as twin sets of metallic claws extended from her hands. And one more on each foot. But he didn't care, as he lashed out with a fist.

She blocked and stabbed outward with her free hand, forcing him to sidestep. He returned her follow-up blow with one of his own, landing it on her face, causing her head to snap back unnaturally. He let her body slump to the ground and he turned to leave.

His spider-sense blared, and he rolled to the side, out of the way of a flying kick. He grabbed the girl, who he had been sure was dead, and slammed her into the ground hard. He heard the sound of breaking bone before she kicked him away and lunged towards him with her claws aiming for his chest.

She never got close to hitting, as he flipped her over top of his body, and grabbed her by the arm. He braced his legs against her chest and pulled on her arm. He pulled on her arm as she twisted and turned in protest as small _pops w_here heard. Her pain only made him enjoy the sensation more, re-doubling his efforts. Tearing sounds came next, followed by screams of pain from the girl. She lashed out viciously, catching him in the side with her bladed foot.

He released her arm reflexively, as his hand flew to his side. Big mistake. The girl was on top of him in seconds, ready to strike. Both his arms where pinned by her legs, and he couldn't bring his own legs to bear against her.

"_STOP!"_ A strong, male voice called out, earning the attention of Uncle Ben's killer. Her temporary distraction was enough for him to shift his body and force her off of him. He lunged forward, ready to snap her neck again, but a thick club slammed into him, forcing him back. "Now!" The man continued as he came into the light.

Still gripping his trademark billy club, the man without fear was a sight to behold.

"Stand down," Daredevil growled, more towards Peter than the killer.


	6. Chapter 6

Chapter 6:

"I did not do anything!" The killer shouted in protest towards Daredevil, who had both her and Peter held a stick-point.

"Go to this address," Daredevil said coolly as he handed her a piece of paper. "These people will be able to help you more than anyone else can. They'll hide you from S.H.E.I.L.D."

"They won't hide her from me!" Peter roared violently, stepping forward, and forcing Daredevil to push him back again. The girl gave the both of them one solid look before turning and running out the door, leaving him alone with the Daredevil.

"As for _you_," Daredevil continued with a low growl. "Let's just say I'm an old friend of your father and Uncle. I was contacted by your Uncle to keep an eye on you during your little 'sessions.'"

"_She..._" Peter began to protest, with hatred dripping in his voice.

"Is on the run from _Hydra_, a terrorist organization who seeks to exploit her as a weapon," Daredevil replied bitterly, sticking his billy-club into Peter's chest. "She was thrown into this mad world when she was eight years old and has never had a home since."

"_She also..."_ Peter began.

"I know exactly what she did, _Peter_." Daredevil replied forcefully. Peter took a step back at the mention of his name. "Yes, I knew your father. I knew your Uncle. I know what happened to them. But believe me when I tell you, revenge has a cost that you can't afford. I..." Daredevil stopped himself briefly, "You've been given gifts, Spider-man. But my Sensei taught me one very important lesson. That good and evil are points of view. You see that girl as a monster because she took something very precious away from you. You have a right to hate her more than most. But to her, you are just another monster hunting her down."

Those words stuck with him for a long time. He pondered them for weeks on end after the Daredevil brought him home in his civilian guise of Mat Murdoch, a blind lawyer. Aunt May began crying the minute she saw that Uncle Ben was not with them, just from the expression on Mat's face Peter could tell they knew each other well.

Weeks passed by and Mat assisted them in gaining all of Uncle Ben's life insurance policies by acting as their lawyer. He also made sure to remove the chest of items that belonged to Peter's parents and handed it over to several government officials.

"You'll get a look when you're eighteen, son." The he said as he loaded the chest into the trunk of his car and left. Peter just watched him drive away with all that was left of his Parents, save for a single flash-drive hidden in his bedroom. He hadn't had time to fully examine the contents of the drive, as it was heavily encrypted. It could take a normal computer a lifetime to crack the coding on the disk.

Soon, the flash-drive fell out of his thoughts, as he concentrated on his duties as a Superhero in New York. Over the next two years, he gained plenty of fame in the public eye and infamy in the criminal one.

"Holy shit! It's Spider-man!" most criminals would say at the sight of his trademark emblem, which was the only part of his costume visible in the dark to the naked eye. He earned a reputation for being unwavering towards criminals. But he always maintained one rule, never kill. He would break bones, send people to hospitals in body-casts, but never kill.

However, the everyday person in New York felt the opposite way towards him, as he had saved lives thousands of times. In any given week, he would deal with bombs, fires and hostage situations. And all before going to school.

School picked up for him. His grades picked up to the point of him having the highest grade average at his high-school graduation. At first a few of his teachers accused him of cheating on tests and exams, until Aunt May assured them he wasn't. After that many of his teachers where happy to be references for his University Applications.

He was contacted by several of the Universities his Parents had either gone to or taught at. But those invitations paled in comparison to one he got one day.

"Aunt May!" he half-shrieked as he burst into the kitchen one day.

"What?" She asked, half afraid.

"I...I..." he stuttered in his extreme euphoria, "I met up with Tony Stark this morning! He wants me to join the Avengers Academy!" His Aunt dropped the plate she was holding out of shock. Luckily he managed to catch it.

"What...?" His Aunt asked in shock.

"It's some new program," He continued almost unable to speak, "to train to be a full-time hero. _And_ I get paid for it!" Aunt May clutched the counter as he rushed to her side, supporting her weight with one arm. "Aunt May...?" He asked with a trace of fear.

"I'm so happy for you!" she exclaimed as she recovered from her feinting spout. "And I know your Parents would be to!" She wasted no time in preparing a luxurious meal that was filled with Peter's favourites. They spent the night in celebration of the occasion. When he laid his head down that night, he paused long enough to look at a picture of his parents, taken on the day he was born. A single tear of happiness fell down his cheek as he imagined their reactions to his accomplishments, both as a superhero and as a person.

He didn't realize it at the time, but that night was the first time he had been truly happy in a very long time. And things where only going to get better for him from then on.


	7. Chapter 7

Chapter 7:

"Welcome to Avengers Tower, Mr Spider-man," said a robotic voice as the door to the mansion slid open silently. "The other members of the academy are waiting inside. Captain Rodgers and Ms Van Dyme should be along shortly."

"Uh...thanks robot voice," Peter replied as he entered. As soon as he was inside, he became surrounded by ornate decoration that spoke of extravagant wealth. To his left where several large statues depicting the founding members of the Avengers. The team had been founded ten years ago by Iron Man, Thor, Ant-man and the Wasp. Later that year they where joined by Captain America. And ever since they had served as Earth's premier team of superheroes. He felt privileged to be asked to join their ranks.

He turned a corner and entered a room fulled to the brink with other costumed vigilantes, some of whom he recognized. In one corner, he saw a blonde male he was sure was the shape-shifter Hulkling speaking with a dark-haired male wearing a red poncho. In another corner Peter saw the vigilante Spider-girl speaking with a seven foot blonde woman that looked to be about Peter's age. Other faces Peter was able to recognize by face from the local newspaper, the Daily Bugle. At one point he had tried to apply for a job, but he had turned around as soon as he heard the editor screaming from his office. His train of thought became interrupted by the entrance of several new bodies, Ms Marvel, Hank Pym, Wasp, Mr Fantastic and the Thing. Everyone stopped their conversations to look at them.

"Good morning," Ms Marvel said with the clear authority of someone with military background. "You have all been asked here for a single reason. You all have shown potential in your Superhero careers, and we wish to give you every opportunity possible. Welcome to the Academy." A chorus of applause followed her words.

"You will be placed into teams of six for the purposes of training and hero work. Three males, three females," The Wasp cut in with a slight wink towards Ms Marvel. "So as to assure complete equality of the sexes, each team will be assigned two instructors."

"You will train together as a team," said Ms Marvel, cutting off a witty remark from Wasp. "You will sleep together..."

"In separate bunks!" Wasp injected, earning a slight giggle.

"... and study together. We hope this will lead you to further understand your own abilities, and work effectively as a team." Ms Marvel continued relentlessly. "And as a sign of trust, there will be no secret identities. And every member of the team must unmask themselves to their own team, and no one else. Breaching this rule will result in immediate expulsion."

"As part of the program, you will be staying here for at least four days a week. The other three you may spend however and wherever you wish, but you must report in to your team at least once a day, and are advised to work with them if possible." Said Hank Pym as he moved to the front. "The Teams will be as follows. White Tiger, Firebird, Speed, Hawkeye II, Azari and Thor-girl will be red squad. The instructors will be myself and Ms Marvel. Blue team will be lead by Iron Fist and Invisible Woman, and will consist of Pixie, Wiccan, Freebooter, Thunderstrike, Crimson Curse and Argo. Daredevil and Wasp will lead yellow team, which will consist of Firestar, Stature, Spider-girl, Hulkling, Spider-man and X-23. Please report to your team leaders."

Peter made his way to Daredevil and Wasp as best he could, given all the shifting bodies around him. Finally, he made it.

"Spider-man, reporting in," he said jokingly. He was slightly ashamed to admit it, but he had a slight crush on the Wasp ever since he'd started high school. Now she was his teacher. _Perfect,_ he thought as he saw her check his name off the list. They where soon joined by four others. Hulkling, Spider-girl, the seven foot girl Peter assumed was Stature and a girl wearing a yellow and red suit, who Peter assumed was Firestar.

Beneath his mask, Peter blushed as both Stature and Spider-girl gave him playful winks. His eyes also lingered on Firestar for a brief second, as her face seemed somewhat familiar, but he could not be sure, due to her mask covering her eyes.

"Welcome to yellow," Wasp smiled as she gave a quick headcount. "We'll get started as soon as we find our last member. Any idea where she is, Daredevil?"

"You've met Logan," Daredevil replied, "he operates on his own time, and she follows in his footsteps. I'll wait here. You take them to their quarters."

"Fine by me," Wasp replied with a half smile as she waved towards the group. "Follow me." She led them down the hall past the busts of the founding avengers before taking a right and entering another hallway. They passed an assortment of doors, some of which where open, allowing Peter a brief glimpse into the Avenger lifestyle. They entered a large room with a central table that had a holographic display, several couches and a large flat-screen television on one wall. Three doors led to separate rooms, in addition to the one they had just come through. "Welcome to your new home," Wasp smiled as she set down the clipboard she had been carrying. "This is the common room. The door on the left leads to the girl's dormitories, the door on the right leads to the boys. The door in between leads to the training room. Any questions?"

"When do we get to the mask-removing?" Stature asked with a smirk, "I wanna see if Spidey is as cute as they say."

"Of course I am!" Spider-girl replied with a grin aimed at Stature.

"I second that notion," Firestar injected, "As long as we see what Hulkling looks like to, cause I bet he's a looker."

"I'm gay," was Hulkling's quick response.

"Damn," Firestar muttered under her breath, "all the good ones are taken, gay or both and..." Her muttering trailed off as Daredevil entered the room, with a girl in a black hoodie trailing behind him.

"Found her," Daredevil said ass he pushed the girl to the front and pulled down her hood, "meet..."

"_YOU!"_ Peter roared as he lurched forward, grabbing X-23 by the neck violently and pressing her against the wall. He shrugged off Wasp's arms as she attempted to pull him back as he raised a fist. And that's when something hit him in the back of the head, very hard.


	8. Chapter 8

Chapter 8:

"You shouldn't have hit him so hard, Mat."

"Well I told you he would have a problem with working with her."

"You never told me exactly what that problem was though. Besides, there was no choice."

Peter's eyes fluttered open, and he realized that he was lying on one of the couches. Around him stood several members of his new team, Hulkling and Stature. He could also tell that he was still wearing his mask. He got up uneasily as he issued a low growl.

"where is she," he muttered.

"In the other room," said Daredevil sharply. "And you will not attack any members of your team again if you wish to stay."

"Just let me snap her neck again," Peter spat aggressively, "she'll survive it."

"_Spider-man!"_ Wasp gasped as her hand flew to her mouth, her face showing complete shock. Daredevil, on the other hand, grabbed Peter by the neck and forced him back down.

"Listen well," Daredevil snapped, "Because I'm only going to say this once. In a few minutes, I'm going to call Laura in here. You are going to take your mask off and look her in the face and shake her hand. You do not need to say anything, you do not need to apologize. Understood?"

"_I..."_ Peter began as Daredevil's hand tightened around his throat.

"_Understood?"_ Daredevil repeated angrily. A brief moment of tension lasted between them before Peter spoke.

"Understood," he said in a defeated voice before the pressure around Peter's neck abated. As he got to his feet, Peter could feel the tension build as Daredevil exited the room and returned with the girl. Peter could see a hint of tears raining down her emerald green eyes, which where hidden by long strands of black hair. He exhaled deeply and clenched one hand into a fist as he raised the other, offering it to her. She took it, shaking it gently.

"I am sorry," he heard her mutter as he pulled away. He watched as the other members of his new team watched tensely, Firestar even letting out a sigh of relief when Peter released X-23's hand. He stepped back, to lose their stares.

_How dare they,_ he thought as their eye followed him. _I'll bet every one of them would have done the same thing if they where in my position. _

"Well," Wasp said, breaking the tension in the air. "That's...not how I wanted to start today. How about we get to the name-giving...?" she offered up, giving Daredevil a quick nod, which was returned. "I'll start. I'm Janet Van Dyme, ex-fashion designer and founding member of the Avengers. I've been an active hero for twelve years. I have the ability to shrink to about half an inch in size, grow wings and fire blasts of bio-electricity."

"How are you able to do that?" Spider-girl asked intently. "Sorry," she said, "always wondered. Are you a mutant or alien or something?"

"No," Wasp replied with a snicker. "I'm not a mutant. I helped develop the Pym particles, which gave Ant-man his powers. There was an accident at the lab one day and...boom! Wings and zapping powers!" She finished with a smile.

"I'm an alien, though," Hulkling remarked as his green skin turned to a more peach flesh colour. "Half Kree, Half Skrull. My Dad, Captain Mar-vel hooked up with a Skrull princess and had an 'illegitimate' offspring. In other words: me, the half Skrull, half Kree child raised as a human. Teddy Altman, by the way."

"Wow," Spider-girl replied as she pulled her mask off, revealing tanned skin. "Almost puts my origin story to shame. I got sucked into some crazy cult who gave me powers along with this wicked tattoo," she paused briefly, exposing her bare skin, so all could see the miniature imprint. "I can run real fast, I'm super-strong and I've got this cool exoskeleton that pops out when I want. See?" As she finished, her skin disappeared underneath a hard bony material. And it was removed seconds later as she continued, "It's bulletproof, knife-proof and all sorts of stuff. I'm Anya, by the way. Anya Corazon, Spider-girl." She finished with a wink, "The world's most dangerous Latina. You're next, handsome." she said as she nodded towards Peter, who sighed as he removed his mask, earning an immediate reaction from Firestar.

"Puny Parker?" She said as she tore of her mask, revealing a familiar face. Although he had never been in the same social circles as Liz Allen, there was no mistaking her face. "What the hell? You're spider-man?"

"You making fun of his size?" Stature said in a low voice. While the ceiling was high enough for everyone else in the room, she was forced to stoop somewhat. And even then her head still came close to brushing the ceiling. "Because there's nothing..."

"It was a high-school nickname some idiot gave me," Peter remarked coolly.

"Kenny was not an idiot!" Liz snapped, "he..."

"I was his tutor," Peter cut in. "Trust me, he's taken one to many hits in football practice. Anyway, I got bit by some sort of genetically altered Spider." He cast an angry glance towards X-23, stopping the words in his mouth. "I decided the best use of my skills would be stopping bad people. That was three years ago."

"And what exactly can you do?" Hulkling asked, "I've heard you shoot some kind of string from your hands..."

"Artificial webbing," Peter replied as he folded his arms. "that I developed myself. I can also cling to walls, articulate my body in ways normal people can't and sense incoming danger."

"So that's how you dodge bullets," Anya smirked, "I tried that once when a knife was thrown at me. Couldn't use my arm right for two weeks." She finished by nudging Stature's hip with her elbow and whispering something softly, causing both girls to giggle slightly.

"Wow," said Liz, "I was in the same class as Spider-man. That's so weird..."

"Look who's talking," Peter replied sharply, indicating towards Liz.

"That's fair," Liz said as she tilted her head to the side slightly. "Turns out I'm a mutant. My Powers manifested last summer, and I spent two months in Weschester learning to control them. You know, not burning buildings down and stuff."

"That's a good thing," Daredevil said as he pulled his mask free from his face. Almost everyone in the room except Peter gasped when they saw that he was blind. "I'd hate to have to find the fire exit in this place. Mathew Murdoch, defence attorney."

"Wait wait wait," Hulkling said as he raised his arms in disbelief, "how the hell can you be blind and fight like you do?" He said, "Even people who can see wouldn't be able to do most of that stuff."

"When I was a lot younger," Daredevil said coarsely, "I got in an accident on my way home from school, some chemicals sprayed into my eyes, rendering me blind. My other senses, however, became heightened. After my father...died, I found a mentor who trained me in the martial arts. I've been cleaning up the streets ever since. Next?" Dead silence followed as everyone looked at the two remaining individuals who had yet to disclose their identities, X-23 and Stature, the latter of whom seemed somewhat smaller than before, being only about a head taller than Peter now.

"Laura?" Daredevil said softly, "anything you wish to..."

"I am X-23. That was the name I was born with. I am a clone of weapon X, known to you as Wolverine." She said in a robotic voice.

"That's it?" Liz remarked, "no radiation, magic or..."

"That is all," X-23 cut in abruptly as she folded her arms across her chest sharply. "And I am finished talking."

"Well," said Wasp uneasily. "Stature, you're up next!" All eyes turned to the formerly seven-foot girl, who now stood at five and a half feet. She wore an expression of extreme nervousness.

"I..um..." Stature began, "I'm Cassandra...Cassie...Lang. I...I just sort of...got my..abilities. One day I just started growing. I don't know why...I mean, I don't think I'm a mutant...my mom's a schoolteacher and my dad worked with the government until he died ten years ago..." Cassie's words trailed off into a series of mumbles until Anya moved closer and draped an arm around her shoulder.

"That sounds awesome!" Anya said with a smile, "We're so gonna rock the superhero world as a team!"

_**A/N: Yes, I know I changed Cassie's origin story from the original slightly. But I hope you will forgive me in the end. In an upcoming chapter, the teammates are going to be pitted against one another, who should Spidey be paired with?**_


	9. Chapter 9

_**A/N: Be sure to check out my writer's challenge!**_

Chapter 9:

Peter awoke the next morning in an unfamiliar room. The walls where a plaster grey with a single window that allowed the morning sunlight to shine in on his face. The next thing that his senses picked up was unfamiliar voices coming from an adjacent room.

"Rise and shine, everybody," the Wasp's voice chimed brightly. That's when Peter remembered where he was, why the bed didn't feel familiar. He stood up and realized that he was still wearing his Spider-suit, but his worry only lasted briefly. _It's not like I've got a secret identity to keep...with them, at least. _He thought as he looked around for a new set of clothing, only to realize he had none. Instead, he opted for continuing to wear his suit and walked out the bedroom door.

He was immediately greeted by a cluster of activity. The table in the centre of the room was covered in piles of food and several packages. Anya and Cassie, who was currently at a height of five feet, where already sitting down on one of the couches, still wearing the same clothes as the day before. The only major difference was their matted hair.

"Morning," Peter mumbled as he grabbed a plate and took a seat across form them, earning a slight giggle from the pair. Peter smirked as he dug into the food he piled on his plate. And thaat was when a particular buzzing sound filled his ears. He discovered the source of the sound as soon as he moved his hand in an attempt to swat the fly he was sure was circling him.

"Watch the hand!" a miniaturized Wasp shouted, right into Peter's ear. Seconds later another sound was heard, this one sounding like someone slurping a milkshake. Before he knew it, a fully-sized Was was standing next to him. "Please refrain from striking anything that you believe to be a fly, as it is most likely be me."

"Sorry, mam," Peter replied.

"Don't call me mam, I'm not that old yet." said Wasp in a flighty way, "there are clothes for each of you in those packages. Unfortunately, we've had issues with surveillance equipment being brought in unwillingly on articles of clothing." She said as Hulkling and Liz entered the room, "And the only other alternative was to give you those ugly S.H.I.E.L.D uniforms."

"Thank god," Liz muttered.

"Thank me, actually," Wasp said, "the uniforms where Carol's idea. She said it would give us a 'sense of structure' and 'team spirit.' I told her they made me want to vomit. And anyway, you'll need something to wear out in public."

"That might be a bit of a problem," Hulkling said as he took a seat next to Peter. "Seeing as I'm technically not human. And get called a 'freaking mutie' even when attempting to appear human." He turned to face Liz and said, "sorry about that."

"It's nothing," Liz said as she grabbed one of the packages and ripped it open. "Ohh! Top of the line!"

"It should be, it's from my line" Wasp mused, before turning to the only two males of the group "unfortunately I only do male bottoms at this time soo..."

"So I guess Parker and Altman are just gonna have to walk around with no shirts on," Anya giggled, "such a shame..."

"Well if they get cold at night" Cassie snickered, "I can always make room in my bed.."

"Enough," said Wasp sarcastically, "leave them alone or I'll have to report inappropriate interaction within the team."

"Come on, teach!" Anya pleaded, "can't we make an exception because Parker's cute? Please?"

"I brought the shirts for the boys," said Daredevil as he entered the room, carrying two bags. "Hopefully they fit, because they weren't cheap. Here you go." He finished as he placed the bags down.

"Don't bother changing just yet," Wasp chimed, "we're booked out in the training yard in ten minutes. I want everyone dressed and ready in five."

"Why the hell can't we train in there?" Hulkling suggested, "there's plenty of space and stuff..."

"For you maybe," Anya cut in, "but Giganta over here could barely fit through the front door yesterday, no way she'd be able to work out in there." Out of the corner of his eye, Peter saw Cassie's body expand ever so slightly as her hand curled into a tight fist.

"You'll all be needing the extra space," said Daredevil as he unclasped his billy club from his belt. "Considering you'll be sparring with one another. And three of you posses powers that allow you to move around a lot, something that won't be possible inside the mansion. Not to mention Stark just had to rebuild half the building after that incident with the Destroyer."

"The what now?" Liz asked questioningly.

"Big magic robot armour thingy from Asgard. Loki sent it to Thor as a present," Wasp mused lightly, "it took Tony, Thor, Carol and Dr Strange half an hour to beat the thing into submission. It was not a pretty sight. Now let's move it, people, we've got a schedule to keep." Peter rose from his seat on the couch and followed everyone out the door, slipping his mask over his face as he did so. They stayed in silence as they slipped through the halls,, until Anya chirped up.

"Where's X?" she asked, twisting her head around. Hulkling and Liz followed suit as Peter pushed past them.

"She woke up at six this morning," Daredevil said from the front of the group. "She's already outside."

"So Parker," Liz said, "what's your problem with her, anyway? I've never seen you lash out like that at someone. And we've been going to the same school since kindergarten. What gives?"

"That's not a conversation I want to have," Peter replied in a low voice. "It might put a damper in our training today." _And I don't think you want to hear about how I'm still having thoughts about ripping her arms off. _He thought darkly as they passed by the Avenger's main conference room, and he managed to pick up on a piece of the conversation going on inside.

"... can just show up on the radar and then disappear again." One speaker said.

"Well that's her style, isn't it? Lead us along on a wild goose chase. Teasing us about our inability to catch her." a second speaker replied, "now we can assume that she's going to meet with S..." Their words descended into incoherence as Peter moved out of earshot and passed through a heavy set of doors that led outside.

"And this is the main training area. Designed for full-contact sparring, obstacle courses, running laps and the like." Wasp said as she gestured her hands, leading the team's gaze around the courtyard. In the very centre was a large, circular ring. To the left side was a giant rock-wall, while to the right was a giant obstacle course. And surrounding the entire yard was a running track.

"Impressive," Anya whistled, "I just started with free-running across rooftops and stuff."

"Well you don't need to do that for fun anymore," Daredevil said as a slight grin escaped his expression, "now that you've got all this. We're gonna rotate through a few partners today," Daredevil continued, "so you can get a feel for each other's abilities and styles before going out in 'the field'. We want you prepared, after all."

"We've paired you up according to your abilities," Wasp said as she flipped through her clip-board. "Laura!" She called out, aiming her voice to the far left of the field. That was when Peter noticed the leather-clad girl standing in the shadow's idly. Wasp indicated for her to come closer as she continued, "We'll start with Corazon with Parker, Allen with Kinney and Lang with Altman. After that, we'll switch it up a bit. Now get going, we're only booked for an hour." No sooner had she finished before a buzz filled Peter's head. Three and a half years of practice and experience told him to leap high into the air, avoiding a whip-like object that was on a trajectory towards where he had been.

He quickly deduced that it was Anya holding the whip, and fired a bullet of webbing her direction. She rolled out of the way as he landed on his feet in a nimble pose, ready to fire more webbing. He never got the chance, as two more whips snapped out from behind him, almost to quick for him to react by flipping over them. He lashed out a hand and grabbed one end of one of the whips and pulled on it hard, forcing Anya to stumble.

He quickly crossed the distance between them by leaping high into the air, narrowly avoiding a stray ball of fire.

"Sorry!" he heard Liz shout before he landed and tackled Anya. He wasn't quite prepared for her surprising strength, as she flipped him off her body with ease and launched a punch of her own. He ducked underneath and countered her attack, only for his fist to hit a solid exoskeleton.

"Comes in handy, don't you think?" Anya joked as Peter was forced to back-flip out of the way of a punch.

"Bare-bones tactic," Peter replied, "I like it."

"Nice," Anya said as she and Peter began to circle each other, "I think I'll use that one sometime."

"Just make sure to credit me," Peter shot back before sprinting forward as fast as possible and firing a strand of webbing her way. He managed to distract her long enough to close the remaining distance and throw a mighty kick her way. She ducked under and swept out one leg, tripping him.

"I will if you give me a pair of those web-sprayers," Anya replied with a grin.

He smiled as he managed to regain his senses rather quickly, and delivered a snap-kick to Anya's back, forcing her to stumble. He was about to preform a follow-up attack, but a sharp voice stopped him mid-blow.

"Switch it up, people!" Daredevil shouted over the din of the combatants. "Take your pick this time!" Almost as soon as Daredevil finished speaking, Peter felt himself become covered in a titanic shadow.

"Hi there," he said as he looked up at his new, ten-and-a-half-foot tall sparring partner, who gave him a sheepish smile before raising her foot in an attempt to trap him underneath. He rolled to the side in response, managing to escape entrapment. He sprinted towards the rock-wall, leaping high over the twisting forms of Hulkling and Anya as he reached his destination. He knew he needed to get higher, to be on even ground with Cassie. So that's what he did.

In three gaping strides, he bounded up the side of the rock-wall and flipped himself around to face her, eye-to-eye. He gulped, as he realized she had gotten bigger, now standing at twenty feet tall and smiling at him. Somewhat daunting, as he realized that his head was now about the same size as one of her eyeballs.

"No fair," Cassie pouted, "If I want to hit you I'm gonna break the roof. And if I break the roof I'll get in shit."

"Then don't hit me," Peter smirked before he shot forward with a burst of speed. He leaped off the roof by pumping his legs hard, propelling himself past Cassie's shoulder and latching himself to an adjacent wall, in an attempt to gauge her stance for any weaknesses. "That'd be fair!" He finished with a shout as Cassie turned around to face him.

"Not to me it's not," Cassie replied as she placed her hands on her hips, as if she was wondering how best to trap him. To him, her voice sounded like it was a set of speakers set to maximum volume.

"I was always told to never hit a girl, so it's fair," Peter said as he ran through every tactic he could think of in his mind. He was fairly sure that if he struck her full-force in the head he could knock her out at the very least. _Or inadvertently kill her at most._ Something he did not want to happen. _Now I could hog-tie her arms and legs, but she might be able to break out. _"I bet you could bench-press trains right now, huh?" he asked, both as a diversionary tactic and an attempt to determine her strength.

"Maybe," she replied with a slight tilt of her head. "I've never really tried. But I did throw a car once like a shot-put stone at a Doombot. Blew it's head clean off."

"I think I remember that," Peter said as his mind continued to whirl with equations and possible manoeuvres. "What was that, six months ago? Someone did a whole piece on you in the newspaper. Called you 'The Titaness' or something?"

"Yeah," she replied with a snort, "And I had to practically yell my name at the press after that, just so they'd get it right."

"I can sympathize," Peter said, and seconds later he shot out two lines of webbing, attaching them to separate exterior walls and propelling himself forward with a slingshot. He forced his legs forward in mid-air before they slammed into Cassie's stomach. Even though he didn't hit her full-force, she still stumbled backwards as he landed on the ground at her feet. Everyone present watched as she teetered backwards, eventually falling somewhat gracefully on her back. "I got called 'the man-spider' for a year by half the news outlets in New York." His witty remark cost him, as Cassie managed to snag him with her left hand as a smile escaped her lips.

"Gotcha," she said as she stood up. He struggled against her grip, but his legs where completely immobilized by her fingers. The more he struggled, the more she smiled.

"You go girl!" he heard Liz shout as he saw her circle the perimeter engulfed in flames. He made a mental note to ask Liz how she was propelling herself later. After he asked Cassie how she managed to change her body's size and what Anya's whips where made of. _Looks like I need to start writing these questions down,_ he mused slightly as he pondered his situation. _If I strike her hand hard enough with my fists, she'll probably drop me as a reflex. Then again, I might break her hand in the process, so there goes that idea. _Luckily he was struck with another idea, and aimed his wrist at her eyes and fired a large glob of webbing towards her face. Cassie's eyes became covered in the adhesive substance, and she dropped him reflexively.

He landed cleanly on his feet and sprinted to a safe distance before she freed up her vision. Out of the corner of his eye, Peter saw that everyone had stopped what they where doing to watch. Peter paid little attention as he walked over so he was closer to Cassie's face.

"No you don't," he smirked.

_**A/N: Tell me what you think of what has happened so far! What you want to happen in the future!**_


	10. Chapter 10

_**A/N: My apologies to anyone who is looking for a Spidey/X-23 romance. That was what I intended to write when I started this story. But as I have progressed, It's become apparent that Peter would never be able to forgive Laura that much, even in fiction. **_

Chapter 10:

"Oh my god it's cold up here," Anya said with a shiver. It was the middle of the night, and Peter found himself sitting on a roof with the five members of his team. They had been given a tip about a possible drug deal involving the Kingpin's men, and Daredevil had sent them to investigate. So far, they hadn't found anything, and it was getting colder by the minute.

"I don't feel a thing," Liz offered with a wry smile. Dressed in a bright yellow outfit, Peter could tell she was not used to stake-outs or remaining hidden. In fact, she seemed to be a novice all-around, _what did she do to get an invite to the academy?_ He thought as he suppressed a shiver.

"That's because you generate heat with your powers,"Anya replied bitterly, "spiders aren't supposed to be out in the cold like this, right Parker?"

"I'm fine," he said as he continued to scan the empty street for signs of action. He'd learned to ignore the cold a long time ago. Even on a bright, sunny midsummer's day, swinging through New York could be very cold. "It's not that cold out."

"Well good for you," Anya spat sarcastically, "how about you, X?...hey X?...X?" She asked, turning her head to face X-23, who had disappeared entirely. "Where the hell did she go?"

"I dunno," said Cassie in a whispered tone, "she was here five minutes ago."

"Maybe she had to go a take a leak," Liz offered as she shifted her feet in anticipation, "wouldn't be that surprising, we've been up here for at least three hours."

"And yet: nothing," Hulkling muttered under his breath, "you sure Daredevil made the right call?"

"He seemed sure," Cassie replied, "and he's got good sources, right? This is his turf." For the purpose of being covert, the entire team had requested that she do her best to remain at a 'normal' height of five foot five. A deal which she had grudgingly agreed to. _Though, staying covert might be hard when one of us has a bright yellow outfit. And another has green skin. _

"Unless the Kingpin knows who the rat is," Peter replied, receiving a series of agreeing grunts in response. "Then this could all be a trap," he finished.

"Great," Liz said sarcastically, "now I'm gonna be paranoid for the rest of the night. Thanks, Puny Parker." A small sigh escaped Cassie's lips, but there was no time to say anything, as a car pulled into the street. "Finally, some action!" Liz squeaked.

"Quiet!" Peter hissed as a van and another car pulled into the street on the other side. Four men got out of each car, and two came out of the van, carrying a large crate between them. The two groups met, exchanging words that they could not hear from their position.

"Stature," Peter whispered quietly, "you can shrink down, right?"

"Yeah..." Cassie replied softly, "but why would..."

"Do it," he said, turning to face her "get in close, so we can hear what they're saying."

"No need," said Liz, as she tapped Peter on the shoulder and pointed to the street. He followed her arm and saw one of the men open the crate. Even though it was dark, he could make out was inside.

"That's some heavy firepower," Peter whispered as he edged closer to the edge of the roof, "way beyond what the local police have access to."

"Let's take them!" Liz said eagerly as she began to move forward in anticipation. "Now, before they get away!"

"We can't," Hulkling cut in as he placed an arm across her chest. "they haven't broken the law yet. So we can't do anything."

"Haven't broken..." Liz muttered as she shrank back to where she had been before, "they're selling guns! In the middle of the night! What more proof do we need?" She finished as the men on the street began exchanging handshakes.

"Not until they've actually sold them," Peter said tersely, biting his lip as the tension built up in the air. "other than that, it's just a midnight gun-show."

"Well tell X-23 that," Hulkling said as he pointed to the corner of one of the buildings. Peter was just able to make out her outline as she skirted closer to the men.

"Fuck," Peter swore as she burst forward, charging the men. "Move!" He shouted as he leaped off the side of the building, followed by Anya and Cassie as Hulkling somehow grew a pair of wings and took to the sky alongside Liz.

"Shit!" one of the men shouted as Peter landed on his shoulders, sending him to the ground. Bullets erupted around him, forcing Peter to roll to the side out of the way. Using quick deduction, he saw the man holding an automatic assault rifle. Luckily, the man had turned his back on Peter, instead focusing his attention on Anya, who had reverted to an armoured form. Peter promptly tackled the man and webbed up the barrel of the gun as as third man was thrown high into the air by Cassie.

Two more where tackled mid-dive by Hulkling as Liz encircled three more in a ring of fire. Peter snagged two more with lines of webbing as a scream tore the night. Peter instantly turned to face the source of the sound. He was faced with Laura pulling her claws from a man's chest, causing blood to spray everywhere as rage built up in his body, forcing Peter into a football tackle.

His body crashed against Laura's, sending her to the ground as he landed a punch to her face. The fore of his restrained blow shattered her jaw and splintered her nose. He was preparing for a follow-up attack when she kicked him off with a feral snarl. He was about to recover his attack by kicking her in the face when hands grabbed his arms tightly. He watched as Hulkling wrapped his arms around Laura, effectively stopping their brawl.

And that's when he saw his mistake. The first man, who Peter had managed to web, was making a break for it down the street. Forgetting his rage for the moment, Peter escaped the arms holding him back and took off after the man as he skidded around a corner. Peter followed him around the corner, coming face-to-face with twenty men aiming rifles at him.

"Shoot him!" one man shouted. But he was to late, half a second after he had spoken, a titanic foot crashed down, sending out a shock-wave that sent everyone but Peter to the pavement. Hulkling charged past Peter, knocking six of the men over like bowling pins as they attempted to rise.

His spider-sense blared as more gunfire exploded around his feet, coming from the rooftop. Screeching tires alerted him to three cars pulling into the street, blocking it off. More cars pulled in on the other side. And judging by the louder gunshots, the men on the roof where using high-calibre rifles. He webbed six men on the roof, but they where soon replaced by...

"_STATURE, GET DOWN!" _Peter shouted as one of the men aimed what looked like a rocket launcher at the thirty-foot superhero. He fired a hail of webbing at the men carrying rocket launchers as Cassie reduced herself to an above-average height as Liz blasted the cars on one end of the street with a ball of fire.

One of Anya's whips shot past his body and snagged itself on a man's leg. With a quick tug, she pulled him to the ground before engaging another in a quick fistfight. A series of screams and horrible slashing sounds echoed in his ears as X-23 ran past, her extended claws dripping with blood.

A buzz filled his ears as he saw a flicker of movement out of the corner of his eye. Twin lances of light shot out from the tiny blur, and seconds later Daredevil leaped down off one of the roof tops. Brandishing his billy club, he took out four men in a flash, with the Wasp bringing down the last in a flurry of shots. The night became still as the eight heroes gathered in a small circle in the centre of the street.

"I did say you where supposed to be discreet, right?" Daredevil said in a flustered tone. "That doesn't mean wake up half of the city."

"We where going for that angle," Peter snapped, "until _someone _charged them outright, blowing our cover," he finished as he threw a glance at X-23.

"No one ordered you to get involved," Daredevil replied sharply, "and according to the data recorders I planted on each of you, someone failed to take charge from the start."

"It was a strait forward operation," Cassie said, crossing her arms. "We all knew our places."

"But you clearly didn't all have the same operation in mind," Wasp said calmly. "A house divided cannot stand. You did well under the circumstances, but nowhere near perfect."

"So that's why, when you all get back here on Monday, we'll be running over basic combat situational awareness," Said Daredevil as he holstered his club. "Knowing how to fight means nothing if you don't know what's happening around you."

"Until then, go home if you wish. Rest up, spend time with your families," Wasp said calmly as she placed a hand on Daredevil's shoulder. "Just be sure to report in every day." She finished before walking off with Daredevil, leaving the team to their own devices. Peter already took notice of the fact that X-23 had left without notifying anyone.

"Well I gotta get across New York," Liz said as she re-ignited herself. "peace out!" she said before shooting into the air, leaving a trail of fire behind her as she travelled along her trajectory. Hulkling also took the opportunity to bow out.

"I'll be making my exit now to," he said as his skin changed from green to flesh coloured. Seconds later, he disappeared into the long shadows of the night.

"Yeah, I kinda promised my mom I'd give her a call," Anya said with a wry smile, "And one of the conditions of my hero work is I get home by eleven, so I'm probably already in shit, see you later!" she said as she leaped onto a roof and tore off, leaving Peter and Cassie alone in the night. And that didn't last very long, as Cassie began to wander off as she resumed her self-described normal height of five foot five.

"Where do you think you're going so quickly?" Peter asked as he broke into a quick jog to catch up with her.

"Home," Cassie replied as they walked side-by side down the dark street, past the flaming wreckage of the cars. "Aren't you?"

"So far it seems to be in the same direction you're going in," he shot back with as much wit he could muster. His wit didn't earn him a response, so he pressed onwards with his words. "That was a pretty awesome move back there," he said with a half-grin under his mask.

"What, tossing a guy with one hand?" she replied dryly.

"No," he said, "the mega-curb stomp back there. Probably saved my life"

"Oh," she said, sounding a little shy, "that was Anya's idea. She saw where you where heading and started shouting at me." Once more, Peter saw her frame shrink slightly by an inch.

"Still saved my life," he replied as the two of them slipped into a back alley. "So I guess I should be thanking you. So I will."

"Shouldn't it be me thanking you?" Cassie offered with a slightly shaky voice. "That rocket would've killed me."

"And you wouldn't have been in their cross-hairs if I hadn't been an idiot and run right into a trap," Peter cut in as they reached a wall. He leaped halfway up and turned to face her, "You coming?" he asked, offering her a hand, "you'll get less ogling eyes up here."

"Thanks," she said with a weak smile as she took his hand, and he pulled them both onto the roof. "But I could've just grown a tad bit and done it myself." She finished as she dusted herself off and they both continued their walk.

"You could have," he said with a slight shrug of his shoulders. "and how do you do that by the way? Where you born with the ability? Some lab accident?"

"I dunno," she said, "I was raised by my mum. My Dad never had much to do with my life. So he could be a mutant. And so could I, but I dunno."

"You just woke up with the ability to grow big one day?" Peter joked, noting the similarity with his own origins.

"Well I didn't 'wake up' with the ability," Cassie scoffed, "but that doesn't really matter, does it? It just sort of happened one day. End of story."

"Okay," Peter said as he saw his house come into view. "Second question that's been bugging me, then. How do your clothes get bigger? Shouldn't they rip and stuff?"

"Normal clothes will, but this is a special suit," Cassie replied casually, "Reid Richards himself gave it to me. Said it was made of unstable molecules. It grows with me. Unless I grow to big to quick, then it'll tear. It's an imprecise technique that I haven't mastered yet. Hell, I ripped the back while prepping for that 'mega-curb stomp.'" She finished by indicating to the exact spot, right in the middle of her back. Peter could just see a flashing sliver of skin as she walked.

"Well that's a shame," he offered, "such a nice outfit to."

"I learned to sew," she smiled.

"An essential skill for any superhero," he said as they parted ways. Before he knew it, he was outside his window. He slipped is fingers over the latch and silently pushed his bedroom window open. As silent as a whisper, he slipped his clothes off and got into something more comfortable before slipping into his bed for the night.


	11. Chapter 11

Chapter 11:

"Good morning Peter," He heard his Aunt say from outside his door. His eyes shot open and he practically leaped out of bed. He threw on more appropriate clothing before exiting his room, only to find his Aunt standing at the top of the stairs holding a basket of laundry. "Did you have a good sleep?"

"I uh..." he began, "I'm sorry if I woke you last night...and that I didn't call..."

"Mat explained everything to me on Tuesday, dear," Aunt May smiled warmly. "He told me about the no-phone policy. And when you'd be home. Of course he wasn't my only source of information." She continued as they both headed downstairs. As soon as he entered the kitchen, he realized what she was talking about.

On the table was a copy of the morning paper. The headline read 'Midnight shooting involving maggia and unnamed team of heroes.' Just under the headline was what looked like an amateur photographer's shot of the midnight battle. The only two figures he could possible discern where Liz, with her unmistakable aura of flame and Cassie, with her unmistakeable size, dwarfing everyone else around her.

"Peter, you're on the television!" He heard his Aunt call out from the living room. He quickly entered the living room and turned his attention to the television. The news station was playing home video footage of the fight.

"_a loud ruckus outside his window forced a local man out of his bed in the early hours of the morning. Luckily, he shared what he managed to catch on his home video camera."_ After a quick nodd from the newswoman, the feed switched to a full-screen shot. Although the footage was extremely fuzzy and shaky, Peter could tell exactly what was going on, due to the fact that he had been there. He watched the fight play out from a different angle than what he had experienced. He watched as a man flew through the air and crashed onto the pavement several feet from the camera man.

"Oh my," Aunt May squeaked as Peter watched himself dart past the camera man and onto the street. Luckily, the man did not follow him, instead focusing his lens on Cassie as she shot upwards. "Oh!" his Aunt gasped, "Look at that..." she finished as the feed switched back to the newswoman.

"_our witness says he distinctly saw the vigilantes known as Spider-man, Spider-girl and Titaness. We also have an unconfirmed sighting of the Human Torch, who was reportedly at a nightclub at the time. This is the second new team of heroes to appear this week. Earlier we talked with..." _

"So," said Aunt May as she took a seat on the couch. "Tell me all about it! Who were you with last night? Where are you sleeping?" she finished with a smile. 

"Well," he began as he inhaled deeply, unsure of where to begin. "we sorta got split up into classes," he said, "three of them. Six of us to a class, plus two instructors."

"With who?" his Aunt asked with a quirky smile.

"Can't tell you," he replied, "that's one of the conditions."

"Any other conditions I should know about?" Aunt May asked dryly.

"I'm going to have to head out sometime today. I'm supposed to report in every day," He said, "so they know I'm not dead or kidnapped or something." As soon as he saw the warm smile on her face, Peter knew he was off the hook for not calling her for four days.

The rest of his week went by without much trouble, given his chosen lifestyle. His days consisted of catching petty criminals and stopping every mugging he came across. He did as he had been asked to and reported in with his team once a day over the next three days.

He did his best to avoid the subject of the members of his team, as it would surely lead to him mentioning Uncle Ben's murderer. And he knew his Aunt would not take to that very well. The subject was however, inevitable, as she would ask the odd question.

"How big can that Titaness girl get?" she asked out of the blue one day.

"I don't know exactly, tallest I've seen her get is fifty feet" Peter replied from the other room. "And her actual cover name is Stature. The media just messed it up, as they usually do with these things." The fact that he had been sighted with a larger team also did wonders for his hero-work, even if he was alone against larger gangs.

"Shut the bitches up!" one man screamed one night several weeks later, as he and five other guys had just jumped two twenty year oldish women in the middle of the night. Peter smiled under his mask as he crawled on the wall, getting into a perfect vantage point over the muggers. "come on man! This looks like Cage territory!"

"Go back seven blocks," Peter mocked from the shadows, "take a left and you'll be right in front of his house. Go right twelve blocks and you'll be at Daredevil's. Or you could go north for about three and a half miles on 32nd street and be at Avengers headquarters."

"Oh shit!" another man shouted, "It's the spider! Run for it, man!" the man cried as he tore down the alleyway. Several of his friends might have joined him, if not for the gang leader's words.

"This punk's a joke," the man said as he puffed his chest. "If he needs five other freaks to back him up in a fight. I'll bet he can't..."

"I'd be really careful about calling Hulkling a freak," Peter said challengingly. "He might get a little upset."

"Wow, wait man..." someone stammered, "you're on that team with the giantess chick..."

"Yes," Peter said as he crept forward, closer to the men. "And she _loves_ to go around stepping on people like you. It's her second favourite thing in the whole world." He almost laughed as he watched the colour drain from the faces of the men in front of him. "And if you really must know, she really loves to..." He never got a chance to finish, as the men scattered in a mad dash down the alley, after the first man. "I was going to say she loves to bake cookies. But I probably ask her first, seeing as I don't know yet. Oh well, you two okay?" he finished as he helped the two women to their feet, both of whom looked like they where halfway in between crying and laughing. It was only when the two women had left when he realized he wasn't alone.

"You talk way to much," Anya said in her perpetually happy voice as she leaped down from a rooftop. "Or not enough. I don't know, it's rather confusing," she said with a smile on her face. "You babble constantly to the bad guys, yet your lips are sealed tight when it comes to direct questions."

"That's how I roll," Peter replied with a shrug, "take me or leave me."

"I don't think I'll take you," Any smirked, "Not in the dirty way, at least. I've got a boyfriend anyways. And the whole Spider-man dating Spider-girl theme's a little cliche, don't you think? Not that you aren't cute." She finished with a sly wink as the alley became illuminated by the headlights of a passing car. "Try Firestar."

"I did," he replied with a slight twinge of his mouth. "We went to the same high school."

"And how'd that turn out?" Anya asked.

"The head nerd asked out the head cheerleader, how do you think it went?" He replied with as much wit he could muster. "I can still hear the laughter."

"Man that sounds awful," Anya smirked. He did not let his history with Liz affect their teamwork. In fact they found that they had a lot in common, even more than both having superpowers. His initial observations of her intelligence had been mistaken. It turned out that she was very intelligent in her own right, when it came to guessing people's reactions. And her intuition came in handy more than once.

"Where did those guns come from!" Hulkling shouted as he pushed a man against a wall. Peter and Liz flanked him as Cassie and Anya watched the entrances to the back street they where in. "If you don't tell me in five seconds, I'll make sure you don't have kids." The man shook his head violently from side to side.

"I don't know!" he pleaded.

"Or we could always drag you out there," Liz smirked. "Just so all your thug buddies can see you. Your choice pal."

"All right I'll talk!" he screamed. And the man did. Gave them the name of the weapons supplier, who in turn pointed them to Hammerhead. Unfortunately, they where unable to arrest him, because all trace of his involvement disappeared in a convenient fire.

"Well it was a job well done," Wasp said when they returned to the mansion, tired and exhausted. She ordered them into a change of clothes as she threw their costumes into the industrial washing machine. When she returned, she brought several platters of food with her, with a little bit of assistance from The Invisible Woman. A total of ten trays where laid out for them.

"For the two biggest eaters..." Wasp smirked as she motioned to Peter and Cassie. Apparently, they both had an increased metabolism. Peter's came from his body's increased energy output. Cassie, on the other hand, had a large appetite after growing or shrinking.

"Shut up," Cassie grumbled as she grabbed a plate. Peter followed suit, and sat down next to her, "I can't help it," she muttered as Daredevil walked into the room, followed closely by X-23. At the first sight of her, Peter stood and exited the room without a word, something that did not go unnoticed by Daredevil. He followed Peter into the hall, stopping him by grabbing his arm.

"When I asked you to forgive Laura," Daredevil snapped in a low tone, "I meant that you actually talk. That you stay in the same room, that you..."

"I don't see you being all buddy-buddy with the Kingpin," Peter snapped back harshly. "Or going out for drinks with Bulls-eye."

"That's not the same..." Daredevil began to reply.

"Really? Not the same?" Peter grimaced as he turned to face the man without fear. "Because you told me that Fisk had your father killed for not blowing a fight, right? And that Bulls-eye was the trigger-man?" Peter continued mercilessly, "When you apologize to them, I'll apologize to the monster in that room."

"Your Parents would want you to forgive..." Daredevil began.

"Thanks to her," Peter snapped as he turned away from him, "I don't know what my Parents would want." He headed strait for the roof, looking for somewhere quiet to think by himself. He burst through the rooftop access door as the robotic voice called after him, asking if he wanted anything in particular. Peter didn't bother to reply, simply slamming the door shut as he walked out into the cool evening breeze.

He listened to the sounds of New York as he watched the sun begin to set. He heard the cars honking and the dogs barking. He heard the leaves rustling and the crowds as they moved from place to place. He also discovered that he wasn't alone.

"Stupid static electricity..." a tiny voice squeaked. Peter looked down at his feet. Attached to his left foot was a half-inch tall Cassie, who stopped and looked up at him, still wearing her unstable molecules suit. "Hi," she squeaked as she slid down his foot and onto the solid roof.

"What are you doing on my foot?" he asked.

"I honestly didn't mean to spy," She replied in a somewhat shaky voice as she began to shoot upwards. Within seconds, she had almost returned to her normal size.

"Then explain why you where on my foot," he said with a slight tilt of his head. "Because it looked like you where spying on me."

"I uh..." Cassie said as she brushed a lock of hair out of her eyes. "Oh god...I'm so embarrassed," she said as her frame began to shrink once more. He stopped her by grabbing her shoulders.

"You do that a lot," he said with a bare faced smile, "don't you?"

"I...do what?" she replied quietly, looking up at him as she did so. Weak smiles formed on both their faces as the sun sank lower.

"It looks like you shrink when you get embarrassed," he said as Cassie's cheeks turned a bright red colour. "Why?" He asked.

"I...I don't know..." she said in a flustered tone, breaking his hold on her shoulders. "I mean...it's...I've always been like this... ever since I was ten. I get sad, feel guilty or embarrassed, I shrink. If I get to angry or excited, I grow."

"That sounds kinda cool," he replied with half a smile.

"Well it makes relationships hell," Cassie said as the access door opened, revealing Wasp. Wearing an expression that spoke volumes, Wasp crossed her arms as she spoke.

"You two need to come inside,"" said Wasp as she beckoned for them to come, "Morgan Le Fey's been sighted downtown, and we're the only ones available for deployment right now."


	12. Chapter 12

Chapter 12:

"So what do we know about this Le Fey character?" Hulkling asked as all eight of them sped across the rooftops of New York in the increasing dark. The main avengers team was currently in space, while the two other academy teams where deployed on the other side of the world, leaving the eight of them without a jet to use.

"She's a sorceress from King Arthur's time," Wasp said as she fly at an amazing speed. She was therefore able to keep pace with Peter and Anya, the two fastest runners of the group. Hulkling and Liz had taken to the skies as soon as they departed the mansion, and formed the middle of the pack while Daredevil and X-23 brought up the rear. Cassie was perched precariously on Peter's shoulder, holding on to the fabric tightly as he leaped over gaps in the buildings. "She's clashed with the avengers from time to time, but she's gone off the radar for a few years."

"Then how do you know it's her?" Liz asked.

"Local police called it," Daredevil shouted in response. "They know she's out of their league. So they called us."

"Are we even sure we're in her league?" Anya shouted as they leaped over a gap between buildings.

"Who else is left?" Wasp joked. "Be on the lookout though," she continued as she shot through the sky, "La Fey's got some tricks up her sleeves. Don't believe half of what you see, she can create illusions. She can also summon demons and stuff, in addition to basic magic user stuff."

"Basic magic stuff?" Peter replied, "I do basic magic stuff. Pulling coins out of ears doesn't sound dangerous."

"Fine. Advanced magic stuff," Wasp said as a roar was heard from up ahead. Seconds later a huge, winged shadow passed over them.

"Was that a...a...?" Cassie said from her perch.

"A dragon?" Daredevil shouted, "Looks like it. Wasp, Hulkling, Firestar, take it over water and bring it down. The rest of us will go after la fey."

"Deal!" Wasp shouted as she zipped high into the air, followed by Liz and Hulkling. Several seconds after their departure, a loud roar was heard, followed by shouting.

"As soon as La Fey is down," Daredevil said as he began to keep pace with Peter and Any, who slowed down slightly. "That dragon should disappear. Along with anything else she's conjured."

"It's just the taking her down part that's hard," Peter said sarcastically. "After that it's clear sailing," he finished, earning a tiny giggle that emanated from his shoulder. He leaped high over a air duct and was sideswiped by a blast of unfamiliar energy that sent both him and Cassie to the ground. He landed hard on his side and rolled, coming to a stop by slamming into a wall. Coughing, he steadied himself in an attempt to rise.

"Spider, you okay?" someone called out. "Spider? Spider? _Spider..._" The voice changed. It became deeper and stronger. It sounded like a thousand whispers in unison as his vision began to blur as a figure appeared before him. He squinted his eyes in an attempt to see the figure clearly, but something was wrong. The last time his eyes had been like that was before the spider-bite.

"Hey, wake up!" a woman's voice called out as his vision returned to normal. He was in his room, he knew that from the start. He looked towards his door, towards his mother, who was standing in the hall, carrying a basket of laundry in one arm. "Get up!" she said as a smile crossed her face.

"M...mom?" he stammered as he rose out of the bed. "Is...is it...are you..."

"Yes I'm your mother, silly!" Mary smirked as she turned around and walked down the hall. And that's when it hit him. The smell. It filled his lungs, just like on his eighth birthday. Only this time, he could hear the screams, coming from downstairs.

In a flash, he bounded down the hall and leaped over the staircase. He landed firmly between his Parents and X-23, who had all six claws extended and bathed in blood. She lunged at him with a feral snarl, and he caught her, rolling on the ground in a brutal battle as she edged her claws closer to his throat.

Roaring like a madman, he kicked his legs out, shoving her backwards. She hit the wall and shattered into a cloud of smoke. Warily, Peter got to his feet and took a step forward, to where X-23 had disappeared. He breathed a sigh of relief as he turned to face his parents.

Who now lay dead at the hands of not one, but two X-23's, both of whom charged him. He leaped over the first and delivered a powerful kick to the head of the second. As soon as the blow landed, that particular one disappeared as well. But he had no time to think, as the other leaped for his chest, forcing Peter into a backwards handspring.

His Spider-sense blared as both his arms became bound by two more clawed apparitions. He freed his arms by lifting them both into the air and smashed the bodies down. Smoke entered his vision as he kicked another apparition away and into nothingness. He was tackled from the side, with not enough warning to dodge, and milliseconds later something sharp dug into his arm.

One quick strike from his knee and the pressure on his body was removed. Six more apparitions charged him from either side, so Peter leaped high into the air and clung to the ceiling, avoiding the barrage of slicing claws.

_BANG**!**_ A gunshot erupted from the front door, blasting it off it's hinges. In the door's place stood Uncle Ben, holding a shotgun, which he aimed at the cluster of X-23's and fired. Four of them disappeared in clouds of smoke as the other two turned to face him, snarling as they did so.

"_No!"_ Peter shouted as he watched his Uncle get stabbed repeatedly. Familiar anger welled up inside of him as he renewed his attack, smashing two heads together and striking another against a wall before being stabbed in the back by four claws. He flipped the apparition off his back with a splash of scarlet red.

He pulled hard on an apparition's arm, tearing it off and striking another apparition with the clawed end as something collided with the back of his skull, engulfing him in utter darkness.

...

Stature

...

"It's just the taking her down part that's hard," Peter Parker said sarcastically as they sped over the New York skyline. From her perch on his shoulder, his voice was a little bit loud for her liking, but she still could not suppress a small giggle of laughter. _But it beats the hell out of trying to keep up with him on my own,_ she thought, _something I'd never be able to do unless I was like a hundred feet tall. And then I'd end up stepping on cars and such. I-_ Her train of thought was cut short by something striking Spider-man's side, sending them both to the hard ground. Luckily, Cassie jumped off Peter's shoulder before he rolled, as he might of crushed her, given her current size. She closed her eyes, preparing to grow and respond to the threat.

"Spider!" she shouted as her eyes fell on the smouldering form before her eyes. Her vision began to blur as she watched his arm move slightly, "Spider..." she said, her voice sounding like an echo as her vision faded into nothingness.

"Little Lang!" a voice filled with disgust called out. Cassie opened her eyes. It was a bright day out, the birds where chirping and all around her laughter sang out. She was on her knees, with her books spilling out of her backpack as more of her classmates gathered in a circle around her. "_Little Lang! Little Lang!"_ they chanted in unison.

Tears began to swell up in her eyes as the chanting continued relentlessly. She should have expected nothing different. Today would be like yesterday. And tomorrow. And the day after. Why did she have to be born the smallest? It had always been that way. In Kindergarten, it had been passed off as her being a late bloomer. It was the same in first grade. It wasn't until second grade that her mother took her to see a doctor, who diagnosed her with a growth hormone deficiency.

Then the worst thing imaginable happened. Her mother, who was a scientist who worked for the government, came into the school and had a talk with the entire student body about 'little people.' And that's when the names started coming. _Mini C, Crying Cassie _and _Little Lang._ That's what they called her. Day in and day out. But she could take the names alone, but not the pushing.

She'd always had some trouble with balance, so she used to trip a lot. But then some of the mean girls started to push her around during gym class. Then at recess. It became a game to them. Her mother told her to talk with the bullies, but that only made it worse.

"You gonna go cry to mommy and daddy?" the ringleader, Brittany Crawford snickered as she kicked Cassie's backpack away. "Crying Cassie wants her mommy to come save her! Little Lang wants her daddy! Where's your daddy, Little Lang?" More tears swelled up in Cassie's eyes as Brittany's taunting continued, "did Little Lang's daddy die?" That was the other thing they used against her. Every father's day at least half of the students would tease her about it. She hadn't known her father that well, only that his name had been Scott. And that he had died in an accident at work when Cassie was less than a year old.

Another shadow eclipsed Cassie's vision. Through her swelled eyes, Cassie could see Nathan Anderson, Brittany's equivalent when it came to making her life miserable. Cassie trembled in fear and anticipation as her two bullies came closer. Pain erupted from her stomach as someone kicked her.

She knew no help would come, that the teachers couldn't be bothered. Or if they did, no one would believe Cassie's story.

"Ten children couldn't be wrong, could they?" is what the principal had said to her once. _If only I were bigger!_ Cassie thought, as she got to her feet, despite her shaking limbs _then I'd show them! They wouldn't make fun of me any more!_

She wiped the dirt from her face as she faced her tormentors head-on, for all the good it did her. She was pushed back down mere seconds later, earning a chorus of laughter. The laughing only worsened when more tears sprouted from her eyes.

"_Little Lang! Little Lang! Little Lang! Crying Cassie is a Little Lang! Little Lang!"_ They chanted mercilessly, turning her once favourite nursery rhyme into pure torture. Anger swelled up inside her body, building up on itself. Finally, the pressure burst out in all directions.

...

X-23

...

She trailed behind the group. Not due to a lack of physical capability, but out of personal choice. She knew of Spider-man's deep-seated hatred of her. Months ago, she had been approached by Daredevil, a man who had worked with her 'father' on occasion. Logan trusted the man, so that had been enough for her.

Daredevil had informed her of the likelihood of running into Spider-man. She understood the risk, and was ready to indulge in it. During her time with Logan, he had convinced that the best way to live with herself was to 'mend bridges' that she had burned.

"...that it's clear sailing!" Spider-man jested from the front. She watched as he foolishly jumped without looking, and was struck by a blast of energy. Increasing her stride to match Daredevil's, she rushed to the edge of the building, extending her four hand claws as she did so.

Her acute sense of smell informed her of thee presence of blood, but not a copious amount. She could also tell that it was a mixture of Spider-man's and Stature's, and that neither of them where hurt badly. She could also smell a new presence. This one behind her.

She leaped around, coming face-to-face with a woman who appeared to be in her mid-twenties. X-23 was not fooled though, she could smell that something was off about the woman. And she knew that Daredevil could sense it to.

"All this and they send a mere man, accompanied by three children after me?" the woman, Morgan La Fey scoffed. "I should at least earn the attention of two Avengers. If not more." Not one for words, X-23 charged forward, aiming her claws at the woman's chest. Instead of impacting flesh like she had anticipated, she hit nothing but air.

"Tut, tut tut," La Fey taunted from the shadows, "no respect for her elders. I will have to teach this child a lesson..." X-23 could not track down her location, it was like La Fey was moving from place to place.

"You're using smoke and mirrors," Daredevil shouted, "scared Morgan?" Seconds later the woman launched herself from a shadow, knocking them both over, and pinning Daredevil in the process.

"Such chivalry..." La Fey purred as X-23 found her way to a vertical base. "Are you sure that you are not a resurrected knight of the round table? Or..." She was forced to cut her words short, as X-23 launched herself forward in an attempt to free Daredevil. Instead she found herself being thrown into the air, and coming down on something slightly malleable.

She regained her senses, realizing she was in the alley with Spider-man, who she had landed on, and Stature. Something shifted under her, and seconds later Spider-man wrapped his hand around her throat.


	13. Chapter 13

Chapter 13:

His head was still swimming. It was as if he could see two worlds. In the one that was fading fast, he could still see himself being attacked by a horde of apparitions. In another, fires burned around him in an endless torrent.

"Come on, Spider!" Anya shouted, her voice clearing his head enough for him to properly determine his surroundings. He was in a dark alley, presumable the one he had fallen into. Cassie lay on thee ground next to him, full-sized and out cold. He could hear the sounds of a fight coming from above him. Deciding that the greatest threat was above him, Peter leaped up onto the roof.

Immediately, he saw Daredevil being strangled by a woman in her mid-twenties. He rammed her with his shoulder, breaking her hold over Mat. The force of the blow carried them both to the opposite edge of the roof and over the side. Seconds before they hit the ground, the woman disappeared in a cloud of smoke, forcing Peter to roll to avoid major injury upon impact.

"My my, my," the woman, La Fey taunted. "It seems that all children need to be taught a lesson. A lesson in humility..." the woman's voice trailed off as the shadows around Peter grew and took shape. The shadows twisted and turned, coming to life and attacking him. He leaped high into the air as a series of razor sharp spikes where forced up from the ground. "I would hate to be force to kill such a fine specimen," the woman finished curtly.

Tapping into his Spider-sense, he did his best to determine the woman's location. His hearing was useless, as her voice was coming from all directions. A buzz filled the back of his head, and he dived to the side, firing a series of web-shots towards the source. He watched as the globs of adhesive hit the adjacent wall.

"I thought people from the middle ages where supposed to be brave," Peter spat as he continued to scan the area for dangers. "Not hide in shadows."

"The shadows are my ally, Arachnid," La Fey said in a haunting voice. "They're so much more useful than a sword..."

"_GGGGGRRRRRAAAAA!"_ A sharp voice bellowed as a shape leaped from out of nowhere. As she sailed through the air, X-23 aimed her claws on a collision course with La Fey's chest. A horrible scream penetrated the night as both figures smashed to the ground in a pool of blood.

"Is she down?" Anya asked as she peered over the side of the roof. "Cause all her minion's are gone. Including that dragon."

"She's dead," Peter spat as he cast a glance towards X-23. The image was nearly to much for him. Girl dressed in black. Blood dripping everywhere and a dead body. It brought back so many memories that he had to vent his pent-up rage by flipping a dumpster. "23 killed her," he finished.

"Well um," Anya said as she slid down the side of the building and placed a hand on X-23's shoulder, "good going, I guess? A little excessive with the..." She finished by giving her a weak thumbs-up and a smile. And that was when a haunting laugh echoed around them.

"_You can't kill me..."_ the shadow voice said.

"What the hell was that?" Anya said as they cast their eyes around for the source of the voice. "I thought she was dead!" Peter glanced back at where the body was, only to find it missing.

"_...I am the nightmare."_

"Cassie," both Peter and Anya said in unison before rushing to their fallen teammate's side. She was still unconscious, but moaning and muttering incoherently. Daredevil was already at her side, checking her pulse and other vitals.

"I can't get her out of it," Daredevil said, a slight shake in his voice. "All her vitals are normal, but she won't wake."

"I'd be willing to bet La Fey's got something to do with this," Anya said as she fell into place beside Daredevil, while Peter felt a tiny sensation in the back of his head. _It doesn't feel like a full-blown warning, but something's off..._

"...stop..." Cassie muttered as she shifted positions. "...no...stop it..." The sensation grew slightly in his head as he rushed to her side. "...please..." Cassie mumbled as her arm fly wildly, striking Anya across the face, forcing her back.

"_And now the fun begins..."_ the voice taunted mercilessly.

"Back up now!" Peter shouted, with only seconds to spare. No sooner had he spoken those words then Cassie's body began to expand in every direction with an audible moan escaping her lips. Inch by inch, her body expanded, filling the alley. Within a minute they began to run out of pavement, so they where forced out onto the street.

"What's going on here?" Wasp asked as she landed next to Daredevil. "Where's Morgan?"

"Gone," Daredevil said sharply, "but we've got another problem. Morgan got into Cassie's head with some sort of spell."

"So?" Hulkling asked as he skidded into a landing and Liz hovered above them all. Seconds later Cassie's feet spilled out into the street, earning a chorus of honks from nearby cars. "never mind," he finished.

"Firestar, Hulkling, get to Greenwitch village and find Dr Strange. Maybe he can reverse the spell," Daredevil ordered, "Spider-girl, me and you are gonna re-direct traffic. Wasp and Spider-man, try and snap her out of it. Preferably before she levels the city."

"Humour, DD?" Peter grimaced as Cassie kicked a car out of reflex.

"Not now, Spider-man!" Wasp injected as she rushed forward, and he fell into stride beside her. "Stature!" Wasp cried out, "wake up before you hurt someone!" All she received from the unconscious superhero was a few mutters. And a high-sailing hand that flew through the air wildly as helicopters swirled closer to the action.

"Move away!" Peter shouted upwards, waving his hand wildly to no avail, as one of the helicopters prepared to land. "Dammit!" he cursed as he returned his attention to his teammate, who just kicked down a wall.

"Let's try physical stimulation!" Wasp cried out her suggestion before rearing her fist back and striking Cassie with a mighty punch. "Fuck!" Wasp swore as she recoiled her hand in pain, the blow not even phasing Cassie at all.

"Let me try!" Peter said as he pushed past his superior and manoeuvred himself to the back of Cassie's skull, remembering how a sharp blow to the head was what brought him out of his own state of unconsciousness. _Hopefully it'll work here...as long as I don't cause permanent damage by accident... _He thought as he reared his own fist back and launched it forward, striking home. As soon as his fist connected with her head, she slumped her body, going limp completely as a swarm of people surrounded them both.

Seeing as these people had guns, he tensed his muscles immediately.

"Move away, spider-man!" a man in full-blown combat gear shouted as he aimed his gun at him.

"Stand down!" Daredevil shouted, "the Avengers have the situation under control, we..."

"You call this control?" a woman's voice asked as she exited one of the helicopters and made her way to the soldiers. "Destroying half of a city block? That is not control, _Daredevil._"

"The situation is over and under control," Daredevil replied sharply, "_Hill."_

"Are you threatening me?" the woman, named Hill said challengingly. "You. The barely legal vigilante?" She continued before casting a glance Peter's direction. "After being seen with not one, but two living government experiments? One of them a known murderer? And the other..."

"Stand down, Agent Hill!" Another voice called out, causing the woman to tense her muscles as he approached. The most striking feature about the man was an eye-patch. He wore a long, black trench coat and had an air of authority. Peter's heart skipped a beat when he saw that the man was being flanked by Captain America, Iron Man and a third man that looked like he was in his mid-forties, with greying hair and wearing a business suit. All four men carried stoic expressions. "If the Avengers say they have this situation under control, they have it under control."

"Cap," Daredevil said sternly, "Stark. I thought you two where in space."

"Sorry Daredevil," Captain America said apologetically. "It's top-secret."

"It always is," Daredevil smiled as the corner of his mouth twitched, "Isn't it?"

"Sir," Agent Hill cut in as she turned to face the man in the trench coat fully. "I must protest. There has been a clear violation of..."

"I don't see any broken laws, Agent Hill," the man replied sharply. "Do you?"

"The g..." Agent Hill began to say.

"Has done nothing illegal under her own will," the man replied sternly. "Get damage control down here now." he finished as Peter felt a heavy nudge on his back. He turned to face Cassie, who had just opened her eyes.

"What the hell happened..." She said as she cast her eyes around. "Did we win..."

"We won, Stature," Daredevil said warmly. "But La Fey escaped while..."

"Your team was forced to deal with you," Agent Hill cut in harshly, "before you levelled the city."

"I...wha...I didn't...no..." Cassie said as she stumbled over her words. She looked around, taking in her surroundings, and Peter watched as it donned on her what had happened. "Oh god..." she sobbed as she started to shrink down as Peter saw tears form in her eyes. "I didn't...I..." She finished as she reached five foot five, and continued downward until he stopped her by placing an arm on her shoulder.

"You didn't," he said calmly. "You had no control. It was La Fey's magic. Not you. Trust me."

"It was me, Spider-man," she said softly, "My body. my fault. I should have realized it wasn't real..."

"You where out cold," he said with a cocky smile across his face, "how could you? I know I couldn't tell the difference."

"You don't pose as much of a threat," Agent Hill said briskly, "La Fey knew Stature would cause more damage. So that's who she aimed for. A perfect living weapon for her personal use and..."

"So you will receive no blame whatsoever," the man in the trench coat said, effectively cutting the woman off. "Nor will your teammates. Go, rest. You've all had a trying day." He finished before turning to face Daredevil and Wasp, "We will discuss this later."

"Let's go," Daredevil said as he beckoned for them to follow him into the night. "We've got training tomorrow morning."

"Did I hurt anyone?" Cassie asked Peter as she fell into step beside him.

"No," he said, "you didn't. Might of scared some pigeons, but no people. I promise." He would have said more, but Liz jumped in excitedly.

"Did you guys see that dragon? It was huge! Easily the size of a bus, if not bigger!" She said happily, "and it's teeth! The size of my hand! If you told me two years ago that I'd be fighting dragons, I would've told you you're insane!" she continued as she draped her arms around both their shoulders, "can you imagine Flash and Kong's expressions! They went to school with two superheroes! With two aspiring avengers! Imagine what thee class reunion will be like!" It took them an hour to get back to the mansion, and by that time everyone was to tired to talk, so they all went strait to sleep.

With the exception of Peter. He simply saw his parents smiling at him. He felt a drop of a tear, as their faces had become more alien to him over the years. He could barely recall the sounds of their voices, or the feel of their skin.

_And the one who killed them is in the other room. What would they think of me?_

**_A/N: Coming soon: Aunt May meets one of her nephew's teamates!_**


	14. Chapter 14

Chapter 14:

"We've got an easy day ahead of us," Wasp said at breakfast one morning. It had been four months since the incident with La Fey. Since then they had managed too break up several drug deals a week, and muggings on a daily basis. All in addition to their training regimen, which was moving along on a steady pace. "In fact we've got an easy two days ahead of us."

"Oh-oh," Hulkling said sarcastically, "that doesn't sound good."

"What's the catch?" Peter asked. "There's always a catch. Always."

"There's no catch," Wasp said as a smirk spread across her lips. "DD's out of town today, so no training.."

"Yay!" Anya smiled, leaping out of her chair as she did so. "No bruises for me! Whoopee!"

"...be out in the real world today," Wasp continued. "I figure that's the best training I can give you. Seeing as I'm not trained in a gazillion martial arts. So go out if you want, explore the city. Catch up on some reading. Whatever the hell you want to do, do it!" She finished in a flighty tone as she exited the room, "I'm going on a downtown shopping spree with Sue!"

"Damn I wish I was rich," Anya muttered as the door closed, "I can't afford a shopping spree."

"You do realize you're being paid for this, right?" Liz smiled, "and the first chunk's already in our bank accounts? I've already got my eye in a car..."

"You can fly," Hulkling injected, "what do you need a car for?"

"To drive, duh!" Liz replied as she mockingly crossed her arms, "I can't just _fly_ to a party, people would know my secret identity! Besides, It's a Ferrari!"

"Yet you call us by name on a regular basis when we're out on missions!" Anya said, standing up as she did so and crossing the room to where Peter sat. "Isn't that right, my fellow bug-man?"

"Huh?" Peter asked, not fully understanding the question.

"Firestar's habit of calling us by name. Real name," she said as she blew a strand of hair out of her face. "Like two days ago, when she called you 'Puny Parker' while we beat up some thugs. She nearly blew your cover!"

"Right..." He recalled that day. He'd had a thug against the wall and Liz had spoken to him. She'd received laps that night from Daredevil, much to the amusement of everyone else.

"Man, how did you deal with that in High school and not punch someone in the face?" Anya smirked as she sat down next to Peter. "put the stupid jock and his bimbo girlfri..."

"Hey!" Liz shouted in a slightly amused tone.

"Sorry," Anya apologized. "But still, how?"

"Lots of self-control," Peter replied. "And using street thugs as an outlet."

"Huh," said Liz, "I thought you just did lot of...self-entertainment."

"Eww! Firestar!" Cassie stammered, "Now I'm not gonna get that image out of my head!"

"Then you should be thanking me," Liz replied with a slight smirk. "We all know what you've been thinking..."

"I don't have to listen to this," both Peter and Cassie said, standing up at the same time, earning a slight giggle from Anya, who whispered something to Liz quietly as the two of them walked out of the room.

"How did you deal with that?" Cassie asked him as soon as they where out of earshot. "Really? I'd never have been able to go through high school being how I am."

"Like what? Smart, pretty and funny?" Peter remarked as they continued down the hall. "Like I said, self-control and street thugs. Besides, I had other issues to deal with."

"Like what?" she asked, mocking his tone in a sarcastic way.

"Personal," he replied quickly as they turned a corner.

"I'll tell you about my childhood trauma if you tell me yours," Cassie said sternly before pushing a door open, revealing a bustling street full of people. Luckily the Avengers had devised a way for them to slip in and out of the mansion in civilian clothing by placing a secret exit by the visitor centre. So the two young heroes where able to slip into a crowd of tourists without notice.

"Man it feels good to be outside," Cassie said as they turned down the street. "That mansion is nice, but to small for my tastes."

"Anything can be to small for you," Peter remarked, "given the right circumstances." Almost immediately, he regretted his chosen words. Out of the corner of his eye, he saw Cassie's expression change from jubilant to slightly depressed. "Sorry," he said, "I didn't mean to..."

"No, no," Cassie half-sobbed as they crossed the street on a crosswalk. "How could you've known? I was um...bullied a lot in elementary school. All because I was so small. Then one day..."

"You weren't small anymore?" he replied as they skirted around a large group of people walking down the centre of the sidewalk. "Man people can be so rude. Look at that! They don't even move for little old ladies!"

"who're you calling old?" a familiar voice called out from behind them both, causing Peter to turn around one-hundred and eighty degrees and face his Aunt. "I didn't expect to see you out and about today," Aunt May smiled as she shifted the several bags she was holding to maintain her balance. "Otherwise I would've waited and...oh." She finished as she finally took notice of Cassie, who was standing a little bit behind Peter and looking at the ground shyly.

"Aunt May this is Cassandra," He said, taking the initiative to avoid an uncomfortable silence. "We know each other from..." He stopped himself, not wanting to spill the beans on Cassie, who could easily grind him into the ground. "...school." he said quickly. "We had a couple of classes together in high school."

"Right," Aunt May said in an exaggerated tone, nodding in synchronization. "I think I remember you. You where on the debate team with Peter, right?" Peter knew that his Aunt knew he was lying. He had never been on a debate team in high school, because there wasn't one.

"I...yes," Cassie stuttered as she flicked a strand of hair out of her face. "I never knew someone so talented with words than your son." She finished with a slight crack in her voice.

"That's so sweet," Aunt May chimed, "but he's my nephew. Not my son."

"Oh!" Cassie spurted in a surprised tone, casting her eyes from Peter to his Aunt. "I'm sorry I...dammit..."

"It's alright dear," Aunt May chimed s she started to walk away, giving Peter a slight wink, "No harm done. You two go and have a nice day!" Cassie waited until Aunt May was out of sight before continuing her conversation with Peter.

"I...does she...know?" Cassie asked him.

"About my little secret?" he replied, "yep. And right now she probably is guessing at yours, sorry."

"Why are you being sorry?" she asked as they resumed walking. "I'm the one who screwed up really, not having a full face mask and all."

"A face mask would hide that cute smile," Peter replied, causing her face to redden slightly, "and we wouldn't see those adorable cheeks when you blush."

"Stop it," Cassie said she she covered her mouth, muffling her voice. "you'll make me shrink outta my clothes."

"Oh yeah," he said with a slight smirk as they turned into an alley. "We wouldn't want that, would we?"

"No," she said as a car screeched to a stop nearby. "We wouldn't. Because then I'd have to walk back to HQ naked and..."

"_DOWN!" _Peter shouted as he felt his Spider-sense go on full blast. He pushed himself and Cassie out of the way of a high-calibre bullet that came from one of ten gunmen on the other side of the alley. Just behind them was a van and two cars. All three vehicles where designed to look inconspicuous while having military-grade armour. All of the men where heavily armed and armoured, way beyond what he normally went up against as Spider-man.

"Grab them!"a man in the back shouted. From the way the others responded to him, Peter determined that these men where either military or terrorists. "Viper wants them alive!"

"I'll take the goons on the left, you take the goons on the right?" Peter remarked as he assumed a fighting stance. Two possibilities ran through his mind. Either these men somehow knew who they where and wanted to target Spider-man and Stature, or they where in for the surprise of their lives.

Apparently, it was the first, confirmed by one of the men.

"Remember, the girl can get real big real fast!"

"Well I guess the cat's out of the bag," Cassie said as the bullets started flying. She ducked behind a dumpster in response as he dived towards the men. He tackled two of them and kicked a third as a baton grazed his shoulder. He kicked one of the men away as he felt another being lifted off him.

He contorted his body to avoid a knife aimed for his stomach as he dislocated someone's arm. He tossed the final soldier who had been holding him down and slammed his fist into another, forcing the man to crumple under the force of the blow as a bullet grazed his shoulder. He stumbled as he felt his body go numb. There was no pain, but he could tell something was off. His reactions where slowed slightly, and he couldn't hear that well.

He stumbled as the but of a rifle connected with his jaw and he stumbled to the ground. He spat blood out of the corner of his mouth and attempted to rise before a foot slammed into his face, sending him backwards.

"grab him and lets go!"

"What about the girl?"

"We can't fit her in the van, lets go!"

"Put me down bitch!"

"What'd you do to him!"

"Lets go!"

"Tell me!"

"AAAARRRGGGHHHH!"

"Put him down!"

"Hold it right there!"

"Shit it's..." Gunfire surrounded him as colourful shaped moved in and out of his vision. Several screams where thrown into the mix as a blue blur shot in and out of his field of vision, followed by the sounds of metallic impact and more gunfire. Peter also heard the distinct sound of a knife being driven into flesh and more shouting. He saw a black boot step down less than a foot from where he lay, so he grabbed it and pulled the man to the ground. Peter then tried to push himself to a vertical base, with limited success. His legs felt like they where about to give out on him and he still could only see rough colours and hear muffled noises.

"Get him out of here!" a rough voice shouted. "Fall back and re-group!" Something wrapped around his body, and Peter kicked and struggled out of reflex to no avail. His captor's grip was like a steel trap. He felt his body being lifted high into the air in an up-and-down motion as his vision finally faded to black.

_**A/N: And the board is set. **_


	15. Chapter 15

Chapter 15:

Bright lights filled his vision. Sounds came next, followed by colours. At first everything was blurry, but they became clearer as time passed on. Soon he could hear distinct voices.

"...was a targeted attack. The dart contained a mixture of anaesthetics and ethyl chloride..."

"Ethyl chloride...?"

"Used in insecticide."

"...does that mean exactly..."

"...don't know..."

"...bet he does..."

His vision blurred once more as a shadow passed over his face, and it was several hours before he woke up again. When he opened his eyes, he saw the bright lights once more, but realized the voices where gone. Cautiously, he rose from the bed, still dressed in his street clothing, taking in his surroundings as he did so. He was in an infirmary. Machines sat around the room, dormant and unused.

He crept towards the open doorway, recognizing the Avengers logo on the door. _Well at least the bad guys haven't kidnapped me._ That's when it hit him. He was alone, unlike when the attack had happened. He quickened his pace down the hall, searching for someone, anyone, who could tell him what happened. He was in luck, as there where several voices coming from the main briefing room, which he burst into unannounced, interrupting an interrogation of sorts.

"Tell me again," A man in a black trench coat growled lowly as he paced around a chair and it's occupant.

"I...they just kinda...showed up..." the chair's occupant, Cassie stammered as the man glared at her mercilessly.

"You're telling me," the man continued, "that an Elite contingent of Hydra agents just _showed up_ to kidnap two random people, who just happen to both be Avengers?" The man said as he contorted his face, "that's a pretty big co-incidence, Miss Lang. And I don't believe in co-incidences. Not in my line of work. So, _What happened!?"_ he finished with force, putting both arms on Cassie's shoulders and staring her down. Which was more than enough for Peter.

"Who the hell are you?" Peter said challengingly as he crossed the distance between them. The man backed off slightly as Peter placed himself between Cassie and the man. "I asked you a question," Peter barked.

"Well, well, well," The man smiled as he shook his head, "you have no idea how much like your mother you can be, Mr Parker."

"_Who _are you," Peter fumed as his hands tightened into fists. "And how did you know my father?!"

"His name is Nick Fury," Daredevil's voice said as he entered the room from behind Peter. "He's the head of S.H.I.E.L.D and a man who doesn't understand the words, _stay away from him_."

"Peter approached me, Mat," Fury replied calmly as Daredevil got in his face.

"You know what I mean," Daredevil said in a threatening whisper. He was speaking in such a low voice that his words would be inaudible to the human ear. "That letter specifically stated that you keep your distance from him."

"I wasn't questioning Mr Parker," Fury replied in an equally silent but stiff whisper. "He burst in here, cutting in on my questioning of Miss Lang about the incident." The tension built up in the air as the two men stared each other down.

"Maybe you aren't understanding me," Daredevil said threateningly, edging closer to Fury's ear and whispering. "Richard, Mary and Scott only went on that operation on the condition that you leave their children alone. No assignments. The fact that their kids ended up..."

"In a program suggested by you?" Fury replied. "And they just _happened_ to wind up on the same team as _you,_ the man who..." Daredevil made a hushing motion, and flicked his head towards the hall, indicating Fury to follow him.

"I wish I knew what they said," Cassie said as she sat idly on the chair.

"Something about a government program from eleven years ago," Peter said as he sat on the floor and turned to face her. "Apparently they don't like each other." _There is no way my Parents were involved in a government project. They would've told me. Or Uncle Ben would've told me. _

"I caught that last part," Cassie replied with a huff. "Other than that, I couldn't hear a thing. How could you?"

"Super-sensitive hearing," Peter said with a shrug, "comes in handy every once and a while."

"Wanna trade power-sets?" Cassie said with a half-smile, "anything else that sounded important?" _You mean aside from the mention of my parents?_ He thought sarcastically.

"DD mentioned someone named Scott." He said as casually as possible, "Apparently they knew each oth..."

"_WHAT?"_ Cassie shouted as she shot up, both out of the chair and height-wise. Several large tears appeared in her jeans and T-shirt as she reached nine metres in less than a second. Peter followed her as she stormed out of the hall, practically tearing the door open with one hand, revealing and arguing Daredevil and Nick Fury.

"_What does this have to do with my Father!"_ Cassie bellowed angrily, stabbing Daredevil's chest with her index finger. "_You said you didn't know anything else!" _she continued, her enlarged vocal cords adding a powerful effect to her words.

"Cassie..." Daredevil began as he tried to step back. The amount of noise that she was putting out must have had some effect on his radar sense, as Daredevil began to stumble slightly as Fury drew a gun from the recesses of his coat and aimed it for her kneecap. Or would have, as Peter slapped the gun out of his hand before he got it to shoulder-height.

"We both have some questions we want answered," Peter snapped towards the still stumbling Daredevil. "What operation where my Parents part of? How did you know them? And who where they working with?"

"And what happened to my Dad?" Cassie bellowed angrily.

"Wait what?" Peter said as he turned to face her questioningly.

"My Dad got involved with the government just before I was born," Cassie growled, "And he disappeared shortly after I was born. I wanna know where he is."

"That's confidential government..." Fury began, before becoming cut off by Cassie slamming him into the wall with one hand and holding him in place.

"_Talk!"_ Cassie bellowed, getting slightly larger as she did so.

"Stature!" Daredevil shouted as he drew his billy club and tried to step past Peter unsuccessfully. A combination of Daredevil's messed up radar sense and Peter's superior speed and agility allowed Peter to pin the man without fear to the wall with extreme ease.

"For the past three years," Peter snarled to the man, "you've avoided my questions. I've grown tired of that. I want answers, and so does she. Now you're gonna give them or..." He was forced to abandon his words as his spider-sense alerted him to an incoming threat, forcing him to duck and roll under a round shield. He spun to face three of the main Avengers. Captain America, Iron Man and Wasp all glared at him with vengeful expressions.

"Explain yourselves!" Captain America barked as he strode closer, anger dripping in his voice. With one hand he shoved Peter back. "One wrong move out of either of you and..."

"Stand down, Captain," Fury ordered, much to Captain America's shock.

"Sir!" Captain America said as he snapped to attention.

"Okay, will someone tell me what the hell is going on here!" Wasp shouted briskly.

"That's what I'm trying to figure out," Peter snarled bitterly.

"Me to," Cassie said as she nodded in agreement.

"Let me up," Fury said in a calm but commanding voice.

"Talk first," Cassie replied, and Peter nodded in agreement, causing Fury to mutter something under his breath.

"Fine," Fury replied, "But all three of you need to be here."

"All three of us?" Peter snapped.

"Laura," Daredevil shouted to no one, "You'd better come out." No sooner had he finished than a small black figure leaped down from the shadows, landing right behind Captain America.

_**A/N: Sorry for the short chapter, I'll try and make up for it with the secrets about to come to light. Comment with your opinions!**_


	16. Chapter 16

Chapter 16:

"Hydra attacked us?" Cassie said questioningly. They where in a secluded room. Anya, Liz and Hulkling had joined them 'Everyone needs to know these things' Daredevil had said.

"That's what it looks like," Fury replied.

"The guys Captain America shut down in world war two?" She continued. Peter saw Anya and Liz give her questioning looks, so she continued "I paid attention in history class. I thought they disbanded?"

"They did," Captain America said as he stepped inwards. "After Red Skull was killed, and into several different sects. One sect became A.I.M, while the other three vied for the title of the 'real' HYDRA. I've spent the last twenty years trying to bring them down."

"How'd they manage to hide for that long without the government noticing them?" Liz asked impatiently.

"They're good," Fury stated as he crossed his arms. "We lost them for about three decades before a young scientist managed to contact us. He told us he worked for Hydra, but wanted to defect. He gave us everything he could on them, which was a lot. He told us HYDRA was trying to re-invent the idea of a super-soldier army. He was also able to get two agents who specialized in the SS project in." He said as he turned to Peter. "Your Parents where two of our top scientists. They where the only people I knew that where smart enough to possibly fool HYDRA's leaders."

"You sent them on a suicide mission," Peter challenged.

"They volunteered," Fury replied coolly "they worked with our mole for a year. Your mother only took time off when she was pregnant with you. Then she went strait back to work." Fury said before his face turned solemn, "And that's when it happened. Our first mole stumbled onto something big. He learned that HYDRA had stolen the formula for Pym Particles, and had started to weaponize it by implanting it into infants at birth. We busted them hard, but the first mole was caught red-handed. We don't know what happened to him, but we know they went after his family. Despite our efforts, they managed to get to his daughter before we did."

"Oh my god..." Liz whispered, "what happened to her?"

"She survived," Fury said, "We weren't the man's only confidant. Mat managed to get her out of there before they could complete their revenge."

"And if you want more proof, Firestar, look to your left," Daredevil cut in as he motioned to Cassie.

"Wait...Cassie...?" Peter said as he stared in disbelief. "You said you stopped them before they did anything.."

"I stopped them before they finished," Daredevil stated with a sigh. "They injected Cassie with a new form of Pym Particles. It bonded with her DNA and is irreversible, and they planned to create a sort of time-bomb with her. Once her powers activated, she wouldn't stop growing, and once the one-mile barrier is reached..."

"I blow the whole pace to hell," Cassie grunted as she looked down and folded her arms across her chest. Not knowing what else to do, Peter reached over and put an arm on her shoulder.

"But, like I said," Daredevil continued, "they were stopped before the procedure could be completed."

"And my Parents?" Peter asked impatiently as he felt Cassie's hand over his.

"They stayed in deep cover," Fury said as he began to pace the room. "HYDRA wanted more than one type of soldier, so they dug up the old Weapon X program files and put the Parker's on the forefront of the project. They tried for over a year to use the DNA sample they had obtained to create a living weapon, and failed twenty-two times."

"I was number twenty-three," X-23 said, speaking for the first time since her presence had been revealed to them over an hour ago.

"For all purposes," Fury said as he approached Peter, "Your parents gave 'birth' to her. You could even say that.."

"What?" Peter snapped as he stood up forcefully. "What, we're family? I'm supposed to just take this new information in stride? How do I know you aren't lying?"

"Your Dr Lang introduced me to your parents," said Daredevil, "they told me everything, just in case there was a mole in S.H.I.E.L.D, they wanted a backup plan to stop HYDRA."

"I don't really care, Mat," Peter snapped as he got in the man without fear's face. "You lied to me for the past four years. You hid the truth from me when I deserved it."

"Your parents wanted to keep you away..." Daredevil said as he removed his cowl. He was cut off by Peter's fist connecting with his jaw.

Without a word, Peter broke into a dead run out into the hall. He blew past everybody in the halls and crashed through the exit door and ran out into the street. His pace didn't stop there, he continued his brisk run over building rooftops. He pressed on for at least an hour before it came in sight. That fateful warehouse. He walked right through the same hole he had made all those years ago. The doors where still lying to the side, discarded by everyone who had passed them.

He examined his surroundings. They appeared so different than what he remembered in his dreams. Though it was still daylight, the shadows where much less apparent than they should have been in his mind. He ran his hand over a wall that had a chunk on concrete missing from it, remembering the sound of flesh impacting against it.

His eyes flowed downwards to the floor as he remembered the sensation of attempting to pull Laura's arm off. A rustle of footsteps echoed behind him, and he turned around to face a small army.

"_Tut, tut, tut,_" a woman in all green gloated as she stepped into the light. "It really is a good week for me. I get you away from those interfering Avengers not once, but twice." Peter tensed as the men aimed rifles at his chest. "I suggest you surrender, hero."

"I guess you don't know me that well," Peter smirked as he assumed a fighting stance.

"Actually we do, Mr Parker," the woman sneered as she snapped her fingers and Peter heard a woman struggling. _No..._ he thought as the woman was brought into his line of sight.

It was Aunt May.

"You bastards!" Peter shouted as he shifted his feet forward, ready to strike.

"Ah," the woman said as she pointed a gun at Aunt May's forehead, "one wrong move and she dies. Now, where is our property?"

"I have no idea what..." Peter spat as he searched for a way out of the situation that did not end with his Aunt being shot. And there was none that he could see.

"I am referring to your two associates," the woman said with a coy grin. "That abomination your parents created, and the blonde girl who was with you yesterday. Where are they!"

"We're right here," a voice said as fire erupted around them and Anya and Hulkling leaped down from outside. Cassie tore through a potion of wall, dressed in her unstable molecule suit as Daredevil and Wasp forced themselves between Aunt May and the soldiers.

"Open fire!" the woman shouted as chaos ensued.

"Wasp!" Daredevil screeched, "clear the area of all civilians!"

"On it!" Wasp replied as she grabbed Aunt May by the arm and took off. Peter put his Aunt out of his mind as he dived into the fray. He kicked the gun out of the hands of one of the soldiers and snapped another soldier's arm. He twisted to avoid a bullet, and caught a glimpse of X-23 slicing through three soldiers. He also saw a soldier aim a gun for the back of her head.

Knowing that she could take the hit, Peter diverted his attention for a second, choosing to stop a man from tossing a grenade towards Liz. In that brief second, Daredevil lunged for the man's gun as both Laura and Peter turned in slow motion.

It was as if he was watching his Uncle's death on replay. He was powerless to even move as he watched Laura's face contort as the smell of rotten eggs filled his own nostrils. He watched as the leather-clad Laura burst forward towards the two men. He watched as a trail of scarlet liquid burst from the first man's body and he crumpled to the ground.

"_NO!"_ Peter screamed as twin blades penetrated through Daredevil's body-armour. In a fit of pure emotion, Peter charged her, slamming her into the ground. Strong bands of steel flipped him over and he was forced to redirect Laura's descending bladed fist with his forearm. He sent a powerful punch to Laura's jaw that sent her reeling as Peter got to his feet.

"_Get out of here!"_ Laura pleaded as she charged Peter, who was frazzled momentarily. His distraction nearly cost him, as he barely managed to kick her away. He cursed himself for coming without his web-shooters as Laura redoubled her effort in her attempt to slash his throat.

Internally, he struggled between two extremes. On one hand, she had just killed Mat Murdoch. But on the other, Peter could see she wasn't in her own mind. _"Please!"_ she cried as Peter ducked under her slashing blades and forced her to the ground. She kicked him off and made a break for an exit. He would have followed her, but something else caught his attention.

Daredevil lay on the ground, with Liz, Anya and Cassie kneeling at his side. Despite the multiple hands keeping pressure on the wound, blood was oozing everywhere. _It's Uncle Ben all over again. It's all my fault._ He thought as he fell to his knees. _All these powers and I can't even save people..._His train of thought was cut short by a hand weakly grasping his arm.

"Peter..." Mat said weakly as his unseeing eyes faced upwards.

"I'm sorry..." Peter sobbed as he took Daredevil's hand in his own. "I...I...I shouldn't have run..."

"...no..." Daredevil coughed weakly, causing blood to form in the corners of his mouth. "...don't...I...shouldn't have...lied to you..."

"You didn't lie..." Peter replied as tears fell on Daredevil's ruined chest. "Don't say you're sorry. You're gonna make it through this!"

"That's the spirit..." Daredevil said as a weak, blood-stained smile formed on his face. "Your Father said the same thing to me once, too. He was always right about that sort of thing...your mother to...but this time I..." His voice trailed off dangerously.

"I can fly him!" Liz said urgently as smoke rose off her body.

"Are you crazy!" Cassie shouted, "you can't move him in his condition! He'll bleed out before you make it across the street! Call an ambulance!"

"They'll...never get here in...time...Cassie..." Mat wheezed softly. "You know...Scott would have been...so...very...proud...of you...what you've become...And before I die I wanted to..."

"Mat!" Peter called out forcefully, gripping his mentor's hand tight. "You aren't gonna die!"

"Yes I am," Daredevil replied. "I always knew I'd go... out this way...but before I..." he whispered as he reached into his utility belt. "In case...happened...they...they gave me... this the day before..." He stopped moving entirely. Peter felt Daredevil's hand go limp as the life fled the body of the man without fear.

_**A/N: Read and Review, please!**_


	17. Chapter 17

Chapter 17:

"AAAHHHH!" He screamed as his fist flew towards the heavy bag at maximum speed. His fist impacted the bag and sent it flying across the room. A trail of sand flew behind it, forming a tail in the brief seconds before it crashed into the wall. Emotions seethed through him on overdrive. One minute he was furious, the next he was depressed. It was to much for him to handle at once.

It had been like this for a week. Everyone else had left to go home with their families for a few days except him, he was afraid he might accidentally hurt his Aunt, who he had had lunch with twice instead. Even though he had heard several people outside, he was surprised when a small voice cut into his temper.

"Hey," Cassie cooed from the doorway. Peter turned to face her head-on. _I must look like shit,_ he thought as he took in her low-cut blue t-shirt, black denim jacket and dark blue jeans. His eyes flowed upwards to her crystal eyes and golden hair. He also took in her tear-soaked cheeks. "How you holding up?" she asked softly.

"You can't tell?" he grunted as he picked up the bag he had just launched across the room and replaced it on the hook.

"Well I thought It'd be better to ask," she replied as she shifted her feet. "It took my mom a whole day and a half to figure out something was wrong. And she didn't really react when I told her."

"did she know him?" Peter asked.

"No, not really. Aside from him being my representing lawyer, that is." Cassie muttered softly.

"What'd you need a lawyer for?" he asked halfheartedly.

"The adoption process," Cassie said as she fully entered the room. "He checked in once a year to make sure everything was okay. And after I um...spurted...he took me under his wing for a while."

"The same with me," Peter said with a shrug as he walked over to her. "After I tracked my Uncle's killer down, he stopped me from..." He stopped himself in his tracks as the painful memories swelled up inside. _What would he have me do? Track her down and kill her? _"..doing something I'd regret." he finished.

"The whole 'control your emotions' crap?" Cassie said with a half-smirk. "Deep breathing and tai chi? He tried that with me. And it worked until I started High school."

"Lemmie guess," Peter mused lightly, "A guy?"

"Brent goodsworth," Cassie smirked as her cheeks flushed slightly. "Valentines Day dance. I went from being the shortest girl in grade nine to the tallest kid in the school. I had to transfer after that for some reason." They both smiled for a few seconds before bursting out in a fit of full laughter which lasted for a few minutes before they realized what they where doing.

"I smashed a basketball net two weeks after being bit," Peter admitted to her. "Trying to impress a girl I liked."

"Liz?" Cassie asked as she sighed.

"No," Peter replied as he shifted his feet, somewhat uneasy as a pit formed in the bottom of his stomach, "Jessica Jones. She was a senior and I was a miner-niner. Did not work out well for me, seeing as she had a boyfriend who happened to be three times my size." _Why the hell am I talking like this with her, given everything that happened. Am I a bad person?_

"Well if you want her," Cassie smiled as she placed a hand on his shoulder. "We can go find the boyfriend in question and I can be three times his size."

"While I'd love to see that," Peter said as he grasped her hand. "She's still not in my league. And I think married now."

"Aw well that's to bad," Cassie smirked as she slapped him on the shoulder. "Anyway, the reason I came in here is Wasp wants someone to drag your ass out of the building for a few hours. She says you've been here since...well you haven't left much."

"I'm fine," he snapped as his good mood began to disappear.

"Clearly," Cassie said as she motioned to the heavy bag he had been wailing on. "Just a few hours. I've got a lead on a small-time drug bust downtown and you're coming, even if I have to drag you there."

...

An hour later, Peter found himself sitting outside a diner across from Cassie as the early evening sun shone overhead. The cars whizzed by and created a nice back-noise when combined with the idle chatter of the nearby people.

"Small-time drug bust?" Peter mused as he raised an eyebrow. They had already eaten, and where enjoying the relative peace and quiet. "Outside mildly classy restaurant?"

"Okay," Cassie said admittedly, "I lied a little. It was Janet's idea! And Anya suggested this place. She said the food was to di...I mean...that it's good." Peter nodded, knowing exactly what she was going to say before she stopped herself, and he was thankful she did. He smiled as a small group of college students passed by, their laughter causing a disruption amongst the diners as they sat down at a nearby table. Out of the corner of his eye, Peter could see several guys making leering gestures at Cassie, who looked uncomfortable.

"You wanna go?" he asked as the leering turned into the audible kind.

"Yeah," Cassie replied as her hand slipped into her pocket. Peter beat her to it.

"I'm paying," he said as he pulled out several bills and placed them on the counter. "You didn't ask to drag my ass out here, so I'm paying." He finished before they both stood up and began to walk away. Unfortunately, their departure did not go unnoticed.

"Hey girl!" a drunken college student from behind them as he stumbled to his feet, obviously drunk. "Ditch skinny here and.." he continued as Peter turned to face him, recognizing the voice.

"Parker?" Kong spurted as he blinked in disbelief. Peter eyed his high school tormenter with a lazy gaze fully of disapproval as Kong returned his attention to Cassie. "Man, you scored yourself a major hottie! Who'd have guessed it? You getting yourself a babe! Pun..."

_SMACK!_ Kong lurched backwards as Cassie's fist slammed into his jaw.

"Let's go," she said curtly as she turned on the spot to leave, and Peter followed her. They slipped through the crowds of New Yorkers for several minutes as Kong and several of his friends gave an angry chase, sending harsh words their direction.

"In here," Peter whispered before they darted into a dark, narrow alley that had no exit. "Up," he whispered as he offered Cassie his hand, and pulled them both onto an overhanging fire escape. As silent as shadows, they slid deep into the shadows as the small group of Kong and his friends entered the alley. _No way they'll see us up here,_ he thought with a wry smile. Seconds later, his judgement proved correct.

"Bitch and Parker gave us the slip!" Kong fumed as he cast his eyes around, not even bothering to look up at all. He gave a sigh of defeat before turning and leaving with his friends in tow.

"That. Was. Fun." Cassie panted from where she was crouched slightly behind him. Peter turned slowly on the spot to face her, finding her face less than a foot from his. And she was smiling, but he could see slight tears falling down her cheeks. "I..." she stuttered as she shook her head "I shouldn't be laughing...you must think I'm horrible..."

"Why would I think that?" Peter replied with a half smile. "If DD was here, he'd say we should be laughing. And I wish I had the courage to punch that guy years ago." He said as he maintained his semi-crouched position with relative comfort. "And you're blushing," he finished.

"I am not!" Cassie squeaked as her cheeks turned a deep scarlet colour.

"You're a bad liar," Peter smirked as he felt his heart begin to race.

"I'm not blushing!" Cassie continued before she expanded by an inch. "I swear I'm not!"

"Well now you're growing," he said as his smirk grew. "So I defiantly know you're lying."

"What!?" Cassie stuttered, almost incoherently "I...I...no I..." Peter lost himself to the moment. He lost all control over his body as he raced his lips forward. His face mashed against hers in a moment of pure ecstasy and emotion. The embrace lasted for what seemed like an eternity to him, and he enjoyed every second of it. He ran his hand through her hair, and he felt her hand run down his back. Everything was perfect.

_**A/N: Short, I know. But now the hunt can begin. **_


	18. Chapter 18

The next day, Peter found himself in a slightly overcrowded tactical room with several avengers and his team. Based on their body language, Peter could tell that the Avengers where nervous about something. And he didn't have to look far to know what it was.

"...mention any hiding places to any of you?" Captain America asked as he paced around the centre of the room. "Previous hideouts, contacts, anything?"

"She didn't talk much," Anya coughed awkwardly. "One-word answers and stuff. Although..."

"What!?" Captain America said impatiently.

"..she...she said she used to prostitute herself for money..." Anya said as she sunk her head down. "That's it. It's all she told me."

"We'll look into it then," Captain America said as he turned his back on them. "You're dismissed. Except you, Spider-man." Peter gulped as he stepped forward towards the first avenger, casting a nervous glance back at his team, who all stood in the door waiting for him.

"I'll catch up," he said as he waved them away before turning to face Captain America.

"This arrived earlier today in my mailbox," Captain America said as he snatched an envelope from the table and handed it to Peter. He saw the lettering and recognized it as Daredevil's, a fact that was backed up by the return address. "We may not have always gotten along, but I know he only wanted the best for the world, and for you. No one else knows what is in that Envelope. It is yours to share with who you wish." Peter turned and left without a word. He brushed past his teammates in the hall, slipping the hand that someone, most likely Cassie, placed on his arm. He slipped into his room and sat down on the bed.

He tore open the envelope and a disk fell to the floor. Written in a somewhat familiar style where the words 'Play me.' So he did, slipping it into his laptop's disk drive. Immediately a video screen popped up with a woman, whom he recognized from pictures on his wall.

"...Mom..." he whispered as he touched the screen.

"_Hello Peter,"_ his mother said as she adjusted the camera. He saw that she was in a laboratory of sorts, based on the equipment around her. _"If you're watching us, it means your Father and I aren't around anymore. So my first order of business is to tell you how much we love you, and how we hope you reach for the stars in life."_

"_Your Father and I work for a secret organization known as S.H.I.E.L.D, or the __Strategic Hazard Intervention Espionage Logistics Directorate. No matter what you've been told, we are not traitors. We have gone undercover in a extremist organization known as HYDRA, with the aid of a man named Scott Lang. He told us that Hydra has been attempting to create a super-soldier of their own."_

"_I know this is a lot to take in all at once, but you need to know it. Hydra may come after you and I can't live with you being unprepared. As soon as this video is finished, I want you to go __strait to Mat Murdoch. He's a friend of ours who has agreed to keep an eye on you for us. He'll know what to do." _she continued as a second screen popped up. This one showed a genetic code. _"To my left is the fruit of HYDRA's past decade. They isolated and duplicated the genetic structure of a mutant weapon known as the Wolverine. A portion of the code was damaged, so we where forced to make some slight changes, resulting in a female clone, codename X-23." _His hand covered his mouth. A small part of him had still been in disbelief that his parents would have been involved in something like that. Now he had undeniable proof in front of him.

"_HYDRA's treatment of X-23 is horrendous, and she will henceforth be referred to as Laura Kinney. At the age of five, HYDRA saw fit to surgically remove the natural bone claws from Laura's body and cover them in adumantium, an ultra-dense metal. They replaced two of them into her hands, and one in each foot. The process was done without the use of anaesthetics, as her healing factor would render them useless."_

"_They then saw fit to subjugate her to a training regimen that even Navy SEAL's would shrink from. The psychological conditioning that was a part of her 'development' also imbibed her with a uncontrollable violent rage when exposed to a certain scent. This theory was proven when the scent was released in a gas form during one of her training sessions." _A picture popped up which showed a rather bloody scene involving a man in his forties. _"As soon as Laura is exposed, she loses all control of her body's functions and turns into nothing less than a wild animal who's only instinct is to kill. As a precaution, your father developed a counter-agent that must be delivered into her bloodstream. However, we aren't sure who we can trust at S.H.I.E.L.D, or even if we can trust Scott Lang or Mat Murdoch. The only person we know we can trust is you, Peter. I wish I could tell you more, but I can't risk it. All I can say is that I hope everything you are looking for is in your grasp, that your father and I both love you, and a happy early eighth birthday son."_

He spun around in his chair and made a beeline for the door, wanting to relieve stress. But he stopped himself, and turned around. _Everything I'm looking for is in my grasp..._ he thought. _Something I own has got the information on how to stop her..._ he continued to rack his mind for an answer, _It's in that chest!_ He thought with an exclamation as he headed out the door once more, cutting through the common room with ease. Until his path became blocked by Cassie and Anya, and his exit was blocked by Hulkling.

"We're coming too," Cassie said with force.

_**A/N: I know, lots of talking and no action. Things are gonna heat up fast though. **_


	19. Chapter 19

"What are we looking for, exactly?" Anya asked as they approached the house. "So I know what to look for and stuff."

"A flash drive," Peter replied as they neared the door. "Apparently it's got something on it that can help X."

"And why should we do that?" Liz asked him as they reached the door. "Or are you forgetting she killed DD?"

"I think she's innocent," Peter replied as he reached for the key under the mat. He retrieved it and slid it into the keyhole with ease. He opened it to the fullest extent, glad his Aunt wasn't home. The idea of explaining who the people accompanying him where seemed daunting. Even though he was fairly certain she was smart enough to determine the connection they shared.

"And how are we supposed to know exactly which flash drive is the one we need?" Hulkling asked with a shrug. "And I love the paint job, by the way. Professional?"

"No," he replied, "I have an idea of where it might be, so wait here." he said before darting upstairs and into his bedroom. He recovered what he was looking for after a few minutes of searching._ Good thing I placed it in a keepsake place!_ He thought before returning to the doorstep. "I told you, there's no need for you to come, cause now we've gotta go back to hq." He finished, earning a slight groan from the group.

"I did warn y..." he began to repeat, only for Cassie to punch him in the arm, effectively silencing him.

...

His back began to ache. He had been sitting in front of his laptop for four hours, waiting for his password-cracking program to have some effect. So far, nothing had happened aside from the interchanging numbers.

"How the hell can you sit like that?" Cassie said as she slipped beside him. "I'd have gone batshit crazy by now."

"I don't have an answer," he said as he cast a glance her way, taking note of the fact that she had forgone her civilian clothing in favour of her super-hero garb. After they had arrived back at the mansion, he had done likewise. "It just needs to be done."

"Yeah well, you sitting here killing your back isn't going to help," she said as she grabbed him by the arm and forcefully pulled him from his seat. "Besides, we need to get in our hour of mandatory sparring practice, right? I for one want to actually graduate next week." she finished as she dragged him out of his room.

"What makes you think you won't graduate?" he asked slyly as he stopped resisting her and stepped into stride alongside his girlfriend. _She is my girlfriend, right? I mean technically we're not allowed to for another week, according to the rules, but to hell with those. _He thought as they turned down the hall that would lead them to an inner courtyard. "Not in the mood for indoor fighting?" he asked with a wink.

"You know as well as I do it's not a fair fight if I can't fully use my abilities," she mused lightly as they reached the doors and pushed them open. "Besides, I wanna try and push myself to and above the max."

"You can't push yourself above your max," he smirked as they assumed fighting positions several feet from each other, "otherwise it's not your real max."

"Fine," Cassie replied as she began to shoot upwards, "I wanna break my record," she finished as she reached the twenty foot mark.

"Just don't break my neck," he said as she reached thirty feet. He was forced to leap back as she brought her foot down on where he had been. "Or anything else, for that matter."

"Just a little rough love, I promise," she smirked as she swept her hand across the field, and he leaped high and onto her arm. He made a run for her head, knowing that that was the safest place for him. He was right, as she didn't want to miss and hit herself instead. But still, his spider-sense blared a warning.

"Going up," her voice boomed due to his proximity to her mouth. He crouched as he felt her shoulder shudder and expand. He looked down, which was a big mistake, given that he was not at least fifty feet up in the air. He grimaced as she turned her head slightly to face him better, and gave him a little blown kiss, which was enough to make him lose his balance and begin to fall. Right into her open palm.

"Pardon the pun," he smirked as her fingers clasped him, "but you've got me in the palm of your hand."

"Lame," Cassie scoffed as she brought him to eye-level. "Try again if you want brownie points."

"Umm..." he said as he mocked being confused. Not very difficult, seeing as he was staring at a beautiful, smiling, titanic face. "How about...I've got you wrapped around my little body?...uh...you've got a good grasp on me..." She smiled sheepishly as she brought him closer to her face. He could feel each breath escape her lips as she spoke.

"You're doing better. Compliment me," she smirked, "and I'll reward you, my dashing knight in spandex."

"Well your eyes look stunning from this angle," he replied with a slight tilt of the head. "And I can really admire your fair skin..." he was silenced by her lips tenderly caressing his masked face, the closest they could get to a full kiss given their differences in size. He continued as the embrace was broken, "...and the whole size thing is kinda kinky and sexy."

"Ohh," Cassie smirked as she released him from her grip, "trying to go farther, are we? That's kinda..."

"You two!" Anya's voice cut in sharply. "Quit making out and get inside. Parker, your computer's beeping."

_**A/N: sorry for the long wait. I'll try and be more diligent in my updating of this story. **_


	20. Chapter 20

Chapter 20:

"We found her," Captain America said clearly. "HYDRA took her to a secluded base in the rocky mountains."

"Are you certain?" Wasp asked as she folded her arms across her chest, "It wouldn't be the first time..."

"I'm certain, Janet," Captain America said as he mimicked her stance. "Satellite flybys have told us that the majority of the base is inside one of the mountains itself. Only a small portion is visible to the outside. We tagged them bringing her in an hour ago."

"So when do we bust in the door?" Anya asked impatiently as she pounded her fist into her palm.

"I'll be leading a strike team in an hour," Captain America said firmly, "You aren't going anywhere. We can't afford to bring children..."

"Excuse me?" Peter blurted heavily, much to the shock of those around him. "We've got a score to settle with HYDRA..."

"Which is why you aren't going," The first Avenger scowled, "you're all emotionally compromised."

"that base is way to big for you to search," Liz offered as she studied the map. "even with the entire Avenger roster, you'd never be able to smash through security by the time they fled. Sending in two teams would..."

"You are _not _going," Captain America said firmly, crossing his arms as he did so. "We can..."

"Cap, she's right," Iron Man said as he entered the room. "S.H.I.E.L.D satellites on a flyby five minutes ago report that Viper and her elite guard are in the facility. And the last time we tangled with them it ended in a standoff, remember? And the other teams are all deployed. So it has to be them."

"Tony they're..." Captain America began to say.

"Emotionally compromised?" Iron Man replied, "so are you, Cap. I can see it in your eyes."

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"So once we're at the perimeter, Wasp and Stature will shrink down and take out a patrol nice and quiet," Peter quipped as they tore through the skies at supersonic speeds. "Hulkling will then assume the shape of one of them and take his armour and weapons. He'll take me in while Firestar and Spider-girl get ready to burst down the door on my signal. Wasp and Stature will provide them with backup. Once we're inside.."

"We know the plan Peter," Cassie smirked as she nudged him on the shoulder. "We get in and look for anything important. Just try not to get yourself captured or killed," she continued with a smile, "I still need a sparring partner until the program's up next month."

"Then I can get myself captured or killed?" he replied with a smirk as he pulled his mask over his eyes.

"No," she replied as she leaned closer to him, "because you said you'd..."

"Called it!" Anya shouted from the other side of the jet, turning her head to face Liz and Teddy as she did so. "Parker and Lang! Cough up!"

"Wait...what?" Cassie said in a confused voice.

"We made a little bet," Wasp said from the pilot's seat. "On weather you two would hook up before the program's up or wait until after, like you're supposed to."

"I...we..." Peter sputtered, completely at a loss for words.

"Relax," Wasp replied calmly as she veered the jet slightly to the left, out of the way of a mountain. "You just earned me a hundred bucks. Just keep it in your pants until next week, Parker." A small warning sound beeped, and Wasp cleared her throat, "Get ready, we're a minute out!" She said as the jet began to descend, "looks like they haven't spotted us yet. Which is a good thing." She finished as they touched down. Unbuckling herself, she shrunk herself down to the size of a fly as everyone followed suit.

"Please be careful," Cassie said to him, planting a swift kiss on his cheek. "I don't think anyone else could spar with me like you can," she smiled before following in Wasp's footsteps. He readied himself by following Hulkling down the ramp. Together, the two of them traversed the area until a tiny voice belonging to Cassie spoke clearly into his ear. "Patrol up ahead, around those rocks."

"Got it," he whispered back, "up ahead," he repeated, loud enough for his partner to hear.

"I see them," Hulkling replied. As if on cue, two men dressed in yellow hazard combat gear turned to corner. Immediately, they raised their weapons towards the two heroes, only to fall to the ground as a series of bright flashed hit them from behind. As soon as they hit the ground, Hulkling was on the lead man, pulling his gear free and shifting his body to match the man's features while Peter kept watch. "Let's go," Hulkling said as he donned the helmet and picked up the man's rifle. "movie it," he finished as he jabbed Peter with the weapon's stock. Peter played his part of the prisoner, letting the shape-shifter behind him hit him with his weapon every once in a while as they walked. Eventually they came across a heavily guarded entrance.

"Caught this one trying to sneak in," Teddy said to one of the guards, who nodded and pressed a key, opening the metal door. They entered a large, empty hangar. Which unnerved him to the core.

"Shouldn't there be more guards?" Peter whispered, "this seems kinda ...sloppy for a neo-terrorist organization."

"Cap's team just engaged them half a mile from here," Wasp said as she and Cassie returned to their normal sizes. "So they where probably called away to deal with them."

"No," Peter replied as he cast his eyes around, "something doesn't feel right here. We need to get out, Teddy, open the door to the hall."

"It's locked down," Hulkling replied as his fingers danced over the control panel. "I can't access any override programs. I think we've..."

"It's a trap," Peter said as his eye fell on the only other occupant in the Hanger, who had just dropped from the ceiling. Her face was obscured by a breathing apparatus, but there was no mistaking who she was as the inter comm cackled to life.

"Kill them, X-23." was greeted by a feral roar as the clawed mutant charged them.


	21. Chapter 21

_**A/N: Here it is, the final chapter of Spider-man: Greatest of them all**_

"_GGGRRRAAA-AAAHHH!"_ Laura shouted as she bounded towards the nearest body, her snarled expression both obscured and enhanced by the breathing apparatus. Her claws gleamed in the pale light as she charged towards the still-shocked Wasp. Only to be knocked aside like a soccer ball, with a twenty-foot tall Cassie as the kicker.

"Slice this, bitch," Cassie spat as she brought her foot down on Laura hard. A loud crunching sound resounded through the hangar, presumably it was Laura's bones being crushed by Cassie's sheer weight.

"Stature, back up!" Peter shouted, coming to a horrible conclusion of how a battle between the two could turn out.

"No way, Spider-man!" Cassie shouted back as she pressed her foot down once more. "She's gotta pay for..._GAH!"_ as soon as she relieved her foot from Laura's body, the mind controlled mutant stabbed upwards, into Cassie's foot. Cassie stumbled backwards several feet before crashing down. To Peter's horror, Laura followed her, prepared to launch a fatal strike, only to be intercepted by what appeared to be a grizzly bear. The bear, otherwise known as Hulkling brought both paws to bear on Laura, delivering powerful blows to her face and chest. He followed up his claws with a bite towards Laura's shoulder. As soon as Peter saw his teeth sink into Laura's flesh, Teddy let out a scream. Laura had imbedded her claws in his shoulder, forcing him to revert to his natural form.

"Get away from him!" Wasp shouted, shrinking down and zipping towards Laura, blasting her with bursts of energy. Unlike with her previous two attackers, Laura seemed to be unable to hit her target. Sharpened claws sliced about, doing their best to strike Wasp.

A single burst of energy crashed into the breathing apparatus, rupturing a tube and forcing a greenish gas into the air. That's when he came to a realization. If he could remove the apparatus, he might be able to stop Laura's rampage. With this information in his mind, he charged into the fray.

He slammed his shoulder into Laura's stomach, and used his momentum to tuck and roll. He kicked out with his legs, knocking his opponent away and into a wall. He gave her no chance to recover, pinning her to the wall and tearing the mask off. Only to have Laura swing for his head with her claw as the smell of rotten eggs filled the air and his nose. He returned the favour with a powerful punch to her jaw.

Something sliced his thigh, disorienting him temporarily. While the pain wasn't the worst he had ever experienced, it gave Laura the opportunity to pin him underneath her body and raise her clawed hand for a final blow.

"Get off him!" Cassie shouted as she swept her hand across Peter's field of vision, knocking Laura away. Peter rolled to his feet and cast a glance towards his girlfriend, who was attempting to stand, before being forced to duck under a slashing blow from Laura. Peter managed to grab her arm and throw her into the wall, feeling the slightest amount of pleasure in doing so. He followed up the throw with a series of rapid punches, each making him feel slightly better than the last. Not every blow connected with flesh, some hit concrete, cracking it. Soon Peter's fists where covered in a mixture of his own blood and that of Laura's.

"_Go!" _Laura pleaded before countering one of his strikes by driving her bladed foot towards his stomach. _"Please!" _

"You don't get off that easy!" Peter shot back as he grabbed Laura's arm and snapped it. "Not after all you've put me through!" He said as he kicked Laura into and through a side door. He let out a feral roar as he redoubled his attack, launching blow after blow towards Laura. She slipped through about half his blows and managed to bloc a few more. But occasionally one would get through and strike flesh.

"You killed my Father!" he bellowed, launching her halfway up a flight of stairs and pinning her.

"You killed my mother!" he roared as he slammed his fist into her face, breaking her jaw.

"You killed my uncle!" he said as his fist crushed her shoulder.

"You killed Daredevil!" he said as he smashed his fist into her exposed neck. A horrible _SNAP!_ filled his ears as he continued to beat Laura, even as she stopped moving entirely. "_SAY SOMETHING!"_ he bellowed angrily as he reared his fist back once more. Seconds ticked by as he waited for a pleading response, some desperate voice to tell him to stop.

But it didn't come.

It couldn't come.

Not anymore.

"A pity," a sultry voice said into his ear. Peter whirled around to see a woman in a green combat suit smile at him. "So much time, effort and money, all wasted. But at least your parents and beloved Uncle have been avenged. And so has the Daredevil, correct?" The woman said with a grin as she circled Peter.

"Who are you?" Peter demanded.

"Me?" the woman replied with a smirk, "I'm no one, really. And yet everyone at the same time. I'm a relic of a time past. When guns and bombs where the deciding factors on the field of battle. But now it seems, whoever has the best army of super-powered soldiers is the one who wins the day."

"Viper," Peter replied, recognizing the woman from both his previous engagement with HYDRA and his parent's message.

"One of my many interchangeable names," the woman smiled as she placed a hand on his shoulder. "But I'm not here to discuss me. I'm here to discuss you. To discuss your future." Peter was barely listening, instead focusing on Laura's body. Knowing he had killed her weighed on him heavily. "I want to offer you a place in my organization," Viper said in a whisper, "If you think about it, Peter...the only reason X-23 killed your parents was because Nick Fury put them in harms way. And the same with your Uncle."

"How do you know about my Uncle?" Peter snapped.

"X-23 told us everything," Viper replied as shifting rubble alerted him to movement, "pass-codes. Secret identities. Weaknesses. Passions. Everything we need to take down the people who killed your parents."

"You're wrong," Peter muttered. "My parents died because they tried to help an innocent girl. Because they tried to do the right thing. So did my uncle, and so did Daredevil. And I..." the words in his mouth where stopped in their tracks by a knife being thrust into his stomach.

"Then it's fitting that you should die like they did," Viper spat bitterly, in the most painful way possibl_AKKK!"_ Twin blades stabbed through Viper's chest as a familiar dark-haired face moved into view.

"Never again," Laura said as she withdrew her claws, allowing the woman to fall to the ground. "HYDRA has killed enough Parker family members."

"I made you..." Viper hissed as she clutched her chest, "X-23...you belong to me..."

"Her name's Laura Kinney," Peter said firmly as he saw the forms of Wasp, Hulkling and Cassie run down the hall. "And she's a human being."

"She's a weapon..." Viper said as she began to succumb to blood-loss. "A little more than a monster who..."

"I only see one monster here," Peter said as he got to his feet.

"You haven't stopped us..." Viper gasped with her last breath, "cut off one head...two more take it's place."

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One Week Later

He stood on the roof, overlooking both the Avengers complex and New York city. In his hand he held a small, golden badge in the form of an 'A' that signified his status as a full Avenger. He smiled, thinking about how far he'd come in the past year. He thought about how proud his Aunt had been when he called her earlier that day. He thought about how proud his uncle and Mathew Murdoch would have been.

"_...the massive trauma she received to her throat actually prevented the chemicals from properly reaching her head," Wasp had said as she handed him a file. "And from your parent's research and notes we where able to devise and deliver a permanent cure for her."_

"Can we talk?" a small, anxious voice said from before. He had heard that particular voice so infrequently that it took him a minute to recognize it as Laura's. E turned around to face her fully, realizing just how small she really was without the thought of her past as a killing machine attached.

"Yes," Peter replied as he pulled his mask free. "I...I think we need to..." he said, stumbling over his words.

"_Peter...I'm so proud of you," Aunt May had proudly proclaimed with a hug after he told her the entire story, including Laura's hand in the murders of his parents and Uncle Ben. "You where able to look past whaat she had done to see the truth...I love you so much."_

"_You aren't mad?" he remembered asking._

"_How could I be?" she had replied, "that young woman never did anything wrong, according to what you just told me."_

"I...I want to say...I am very...I understand if you..." Laura began, but Peter stopped her by taking her hand in his own.

"You don't need to apologize, Laura," he said firmly. "You haven't done anything under your own free will that is wrong. It's I who should be apologizing to you."

"No," Laura said as she pulled away and walked to the edge of the building. "I have killed just about everyone you care about. You had a right to want me dead."

"Laura I never meant to kill you," He said, more to himself than to her. "I...I was just so angry...i didn't see the truth until it was to late. You're a victim of HYDRA to," he said, "like Daredevil told me in that warehouse three years ago...it wasn't your fault."

"No," Laura began, "I can never forgive myself...no one will..."

"I will," he said softly. "Where are you going after you're done here?"

"The Thunderbolts offered me a position," Laura replied as shuffling gravel alerted Peter to the presence of Cassie, who was running towards them both with a large smile on her face, "that I decided to take. But if you ever need anything...I owe you my life, so please ask."

"Hey Peter," Cassie shouted as Peter took note of the fact that her stride was unaffected by the bandages on her foot. "Guess who just got offered a place on the..." A bright white flash clouded his vision, and sound disappeared entirely.

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_**SPOILER ALERT!**_

_**If you have not read Marvel Crossroads 2: A thousand Roads (one of my other stories) don't continue reading unless you don't really care.**_

Cassie coughed as she got to her feet. Something had knocked her aside. She cast her eyes around for any signs of life. She found it in the shape of Laura, who was lying several feet from her.

"X?" Cassie said as she walked over to her teammate and shook her shoulder. Even though Laura had tried to kill her a week ago, Cassie understood she hadn't been in control of her body. And that was enough for her to forgive and forget.

"_gggrrr!"_ Laura snapped as she rolled to her feet and snapped into a defensive stance.

"Woah, X.." Cassie said as she continued to look for signs of habitation. There was none. Not for miles from the looks of things. Every building she could see was at least partially destroyed. "Friend, remember?"

"Where are we!" Laura snapped.

"No idea," Cassie said, "where's..."

"You're in an alternate dimension," a new, unfamiliar voice said as a body literally stepped out from a wall. "One that was attacked by aliens, I think. Everyone died, and something brought us here." The speaker was female, and appeared to be in her mid-twenties. She wore an outfit of black and purple, with a red web pattern that reminded Cassie of Peter's outfit.

"Who are you?" Cassie said briskly, "and where's spider-man?"

"If I knew where my husband was, don't you think I'd be with him?" the figure replied as she thrust a hand forward, "Katherine Parker, but you can call me Shadow-spider."

_**A/N: Get ready for my next story (as this one's done!):**_

_**Spider-man forever**_


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